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(Mark One)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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
For the transition period from to
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-34656
Huazhu Group Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
CAYMAN ISLANDS
(Jurisdiction of incorporation or organization)
No. 699 Wuzhong Road
Minhang District
Shanghai 201103
People’s Republic of China
+86 (21) 6195-2011
(Address of principal executive offices)
Hui Chen
Chief Financial Officer
Telephone: +86 (21) 6195-2011
E-mail: cj-chenhui@huazhu.com
No. 699 Wuzhong Road
Minhang District
Shanghai 201103
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 Symbol(s)
Name of Each Exchange on Which Registered
Ordinary Shares, par value US$0.00001 per share
American Depositary Shares, each representing
ten ordinary shares
1179
HTHT
The Stock Exchange of Hong Kong Limited
NASDAQ Global Select Market
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
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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. 3,224,997,210 Ordinary Shares.
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.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐
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:
Emerging growth company ☐
☒ 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.
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).
☐ Item 17 ☐ Item 18
(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 ☐
Yes ☐ No ☒
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TABLE OF CONTENTS
CERTAIN CONVENTIONS
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
3.A. Selected Financial Data
3.B. Capitalization and Indebtedness
3.C. Reason for the Offer and Use of Proceeds
3.D. Risk Factors
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
4.B. Business Overview
4.C. Organizational Structure
4.D. Property, Plants and Equipment
ITEM 4A. UNRESOLVED STAFF COMMENTS
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A. Operating Results
5.B. Liquidity and Capital Resources
5.C. Research and Development, Patents and Licenses, etc.
5.D. Trend Information
5.E. Critical Accounting Policies and Estimates
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
6.B. Compensation
6.C. Board Practices
6.D. Employees
6.E. Share Ownership
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major Shareholders
7.B. Related Party Transactions
7.C. Interests of Experts and Counsel
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
8.B. Significant Changes
ITEM 9. THE OFFER AND LISTING
9.A. Offering and Listing Details
9.B. Plan of Distribution
9.C. Markets
9.D. Selling Shareholders
9.E. Dilution
9.F. Expenses of the Issue
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
10.B. Memorandum and Articles of Association
10.C. Material Contracts
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10.D. Exchange Controls
10.E. Taxation
10.F. Dividends and Paying Agents
10.G. Statement by Experts
10.H. Documents on Display
10.I. Subsidiary Information
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
12.B. Warrants and Rights
12.C. Other Securities
12.D. American Depositary Shares
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15. CONTROLS AND PROCEDURES
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B. CODE OF ETHICS
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
ITEM 16G. CORPORATE GOVERNANCE
ITEM 16H. MINE SAFETY DISCLOSURE
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
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CERTAIN CONVENTIONS
Unless otherwise indicated, all translations from U.S. dollars to RMB in this annual report were made at a rate of US$1.00 to
RMB6.3726, the exchange rate as set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 30, 2021. No
representation is made that the RMB amounts referred to herein could have been or could be converted into U.S. dollars at any particular
rate or at all. On April 22, 2022, the exchange rate was US$1.00 to RMB6.5010. Any discrepancies in any table between totals and sums
of the amounts listed are due to rounding.
Unless otherwise indicated, in this annual report,
● “ADRs” are to the American depositary receipts that may evidence our ADSs;
● “ADSs” are to our American depositary shares, each representing ten ordinary shares;
● “China” or the “PRC” are to the People’s Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau
and Taiwan;
● “Deutsche Hospitality” or “legacy DH” refers to Steigenberger Hotels Aktiengesellschaft, a company established under the
laws of Germany on September 12, 1985, a subsidiary of our company, and its subsidiaries;
● “EUR” and “Euro” refers to the legal currency of European Union;
● “HKD” refers to the legal currency of Hong Kong;
● “Hong Kong” or “HK” refers to the Hong Kong Special Administrative Region of the PRC;
● “Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited;
● “Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited;
● “leased hotels” are to leased-and-operated hotels;
● “legacy Huazhu” refers to our company excluding Deutsche Hospitality;
● “manachised hotels” are to franchised-and-managed hotels;
● “occupancy rate” refers to the number of rooms in use divided by the number of available rooms for a given period;
● “RevPAR” refers to revenue per available room, calculated by room revenue during a period divided by the number of available
rooms of such hotel during the same period;
● “ordinary shares” or “Shares” are to our ordinary shares, par value US$0.00001 per share;
● “RMB” and “Renminbi” are to the legal currency of China;
● “US$” and “U.S. dollars” are to the legal currency of the United States; and
● “We,” “us,” “our company,” “our” and “Huazhu” are to Huazhu Group Limited, formerly known as China Lodging Group,
Limited, a Cayman Islands company, and its predecessor entities and subsidiaries, in the context of describing our operations
and consolidated financial information, also include our variable interest entities (“VIEs”) and their subsidiaries.
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When calculating the number of cities in China with our hotel network coverage in this annual report, we include the number of
municipalities, cities and counties with at least one hotel under our operation or under development.
In June 2021, we effected a share split that each issued and unissued ordinary share with a par value of US$0.0001 was sub-divided
into ten ordinary shares with a par value of US$0.00001 each (the “Share Subdivision”). Concurrent with the Share Subdivision, the ratio
of ADS to ordinary share was adjusted from one (1) ADS representing one (1) ordinary share to one (1) ADS representing ten (10)
ordinary shares. Except otherwise stated, the Share Subdivision has been retrospectively applied for all periods presented in this annual
report.
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FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this prospectus,
including those regarding our future financial position, strategies, plans, objectives, goals and targets, future developments in the markets
where we participate or are seeking to participate and any statements preceded by, followed by or that include the words “aim,”
“anticipate,” “believe,” “could,” “estimate,” “expect,” “going forward,” “intend,” “may,” “ought to,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will,” “would,” “vision,” “aspire,” “target,” “schedules,” “goal,” “outlook” and the negative of these words
and other similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of
which may not materialize or may change. These statements are subject to certain known and unknown risks, uncertainties and
assumptions, including the risk factors as described in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference therein. You are strongly cautioned that reliance on any forward-looking statements involves known and
unknown risks and uncertainties. The risks and uncertainties facing us which could affect the accuracy of forward-looking statements
include, but are not limited to, the following:
● our anticipated growth strategies, including developing new hotels at desirable locations in a timely and cost-effective manner
and launching a new hotel brand;
● our future business development, results of operations and financial condition;
● expected changes in our revenues and certain cost or expense items;
● our ability to attract customers and leverage our brand;
● trends and competition in the lodging industry;
● the status of Sino-U.S relations and related regulatory and legislative developments;
● health epidemics, pandemics and similar outbreaks, including COVID-19; and
● general economic, business and socio-political conditions globally, including recent Russia-Ukraine war.
By their nature, certain disclosures relating to these and other risks are only estimates and should one or more of these uncertainties
or risks, among others, materialize, actual results may vary materially from those estimated, anticipated or projected, as well as from
historical results. Specifically but without limitation, sales could decrease, costs could increase, capital costs could increase, capital
investment could be delayed and anticipated improvements in performance might not be fully realized.
We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements
in conjunction with the risk factors disclosed in “Item 3. Key Information—3D. Risk Factors.” Other sections of this annual report
include additional factors that could adversely affect our business and financial performance. Moreover, we operate in an evolving
environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk
factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our
forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
Implications of Being a Foreign Private Issuer and a China-based Company
We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934 (the “Exchange Act”), and
as such we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S.
domestic issuers. Moreover, the information we are required to file with or furnish to the Securities and Exchange Commission (the
“SEC”) will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as
a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate
governance matters that differ significantly from the Nasdaq corporate governance standards. These practices may afford less protection
to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance standards.
We are exposed to legal and operational risks associated with our operations in China. We are subject to risks arising from China’s
legal system, including the uncertainty in the interpretation and the enforcement of the PRC laws and regulations. In addition, rules and
regulations in China can change quickly with little advance notice. Recently, Chinese regulators have announced regulatory actions
targeting certain sectors of China’s economy, including the for-profit education sector and technology platforms that have a quantitatively
significant number of users located in China. Although the lodging industry does not appear to be the focus of these regulatory actions,
we cannot guarantee that the Chinese government will not in the future take regulatory actions that materially adversely affect the
business environment and financial markets in China as they relate to us, our ability to operate our business, our liquidity and our access
to capital.
The PRC government may also intervene or influence our operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, including us, at any time, substantial intervention and influence
over the manner of our operations, which could result in a material change in our operations or the value of our ADSs. Any actions by
the PRC government to exert more oversight and control over offerings that are conducted overseas or foreign investment in China-based
issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of
such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and
statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the
securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of
cybersecurity reviews, adopting new laws and regulations related to data security, and expanding the efforts in anti-monopoly
enforcement. While we do not believe that these regulatory changes would have any material impact on us, we cannot assure you that the
regulators will agree with us or will not in the future adopt regulations that restrict our business operations or access to capital.
For example, on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office
of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities. These opinions
emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-
based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems,
to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy
protection. These opinions and any related implementation rules to be enacted may subject us to additional compliance requirement in
the future.
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Cybersecurity and data privacy and security issues are subject to increasing legislative and regulatory focus in China. For example,
the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure on July
30, 2021, which took effect on September 1, 2021. This regulation requires, among others, certain competent authorities to identify
critical information infrastructures. The Cybersecurity Administration of China (the “CAC”) and a number of other departments under
the State Council promulgated the Measures for Cybersecurity Review on December 28, 2021, which became effective on February 15,
2022. According to this regulation, critical information infrastructure operators purchasing network products and services and data
processors carrying out data processing activities, which affect or may affect national security, are required to conduct cybersecurity
review.
On September 1, 2021, the Data Security Law of the People’s Republic of China, or the Data Security Law, became effective, which
imposes data security and privacy obligations on entities and individuals conducting data-related activities, and introduces a data
classification and hierarchical protection system. In addition, the Standing Committee of PRC National People’s Congress promulgated
the Personal Information Protection Law (the “PIPL”) on August 20, 2021, which took effect on November 1, 2021. The PIPL further
emphasizes processors’ obligations and responsibilities for personal information protection and sets out the basic rules for processing
personal information and the rules for cross-border transfer of personal information. On November 14, 2021, the CAC released the draft
Administrative Regulation on Network Data Security for public comments through December 13, 2021 (the “Draft Administrative
Regulation”). Under the Draft Administrative Regulation, foreign-listed data processors shall carry out annual data security evaluation
and submit the evaluation report to the municipal cyberspace administration authority. We have implemented comprehensive
cybersecurity and data protection policies, procedures and measures to safeguard personal information and ensure secured storage and
transmission of data and prevent unauthorized access or use of data. However, we cannot guarantee that the regulators will agree with us
or will not in the future adopt new regulations that restrict our business operations.
Since these regulatory actions are relatively new, it is uncertain how soon legislative or administrative regulation making bodies will
respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if
any, or the potential impact such modified or new laws and regulations will have on our daily business operation, our ability to accept
foreign investments and listing on a U.S. or other foreign exchanges. PRC laws and their interpretations and enforcement continue to
develop and are subject to change, and the PRC government may adopt other rules and restrictions in the future. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China” for more details.
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Risks Associated with the Holding Foreign Companies Accountable Act
Our financial statements contained in this annual report have been audited by Deloitte Touche Tohmatsu Certified Public
Accountants LLP, an independent registered public accounting firm that is headquartered in Shanghai, China with offices in other cities
in China. It is a firm registered with the U.S. Public Company Accounting Oversight Board (the “PCAOB”), and 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.
According to Article 177 of the PRC Securities Law which became effective in March 2020, the securities regulatory authority of the
State Council may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region,
to implement cross-border supervision and administration. (“Regulatory Cooperation Mechanism”); no overseas securities regulator is
allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without a
Regulatory Cooperation Mechanism or the consent of the competent PRC securities regulators and relevant authorities, no organization
or individual may provide the documents and materials relating to securities business activities to overseas parties. The Holding Foreign
Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a
company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for
three consecutive years beginning in 2021, the SEC shall prohibit such securities from being traded on a national securities exchange or
in the over the counter trading market in the U.S. The SEC has adopted rules to implement the HFCA Act and, pursuant to the HFCA
Act, the PCAOB has issued a report notifying the SEC of its determination that it is currently unable to inspect or investigation
completely accounting firms headquartered in mainland China or Hong Kong. Our auditor Deloitte Touche Tohmatsu Certified Public
Accountants LLP is subject to the determinations announced by the PCAOB on December 16, 2021. Further, the United States Senate
has passed the Accelerating Holding Foreign Companies Accountable Act, or the AHFCA Act. In February 2022, the U.S. House of
Representatives passed the America Competes Act of 2022, which includes the same amendments as the bill passed by the Senate.
However, the America Competes Act includes a broader range of legislation not related to the HFCA Act in response to the U.S.
Innovation and Competition Act passed by the Senate in 2021. It is unclear when the U.S. Senate and U.S. House of Representatives will
resolve the differences and this bill amending the HFCA Act is approved by both houses of Congress and signed by the President. If the
AHFCA Act is enacted, it would decrease the number of “non-inspection years” from three years to two years, and thus, would reduce
the time before our securities may be prohibited from trading or delisted. The delisting of our ADSs, or the threat of their being delisted,
may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections
deprives our investors with the benefits of such inspections. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing
Business in China—If the U.S. Public Company Accounting Oversight Board is unable to inspect our auditors as required under the
Holding Foreign Companies Accountable Act, the SEC will prohibit the trading of our ADSs. A trading prohibition for our ADSs, or the
threat of a trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability of the
PCAOB to conduct inspections of our auditors deprives our investors of the benefits of such inspections” for more details.
Risks Associated with Our Corporate Structure
Our investors hold securities of Huazhu Group Limited, which is not an operating company but a Cayman Islands holding company
with operations primarily conducted by its subsidiaries, a majority of which are based in China and Europe. PRC laws and regulations
restrict and impose conditions on foreign investment in certain internet-based businesses and international travel agency businesses.
Accordingly, we operate these businesses in China through the variable interest entity, or VIE, model, and rely on contractual
arrangements among our PRC subsidiaries, our VIEs and their respective nominee shareholders to control the business operations of the
VIEs and their subsidiaries. The VIEs contribute an insignificant portion (less than 1%) of our total revenues and their impact to our
consolidated financial statements are immaterial (contribute to less than 1% of our total assets).
Huazhu Group Limited, which is the company our investors hold securities in, may never have a direct equity ownership interest in
the businesses that are conducted by the VIEs. Although the impact of the VIEs to our consolidated financial statements are immaterial,
our ADSs may decline in value if we are unable to assert our contractual control rights over the assets of the VIEs that conduct some of
our operations.
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As a holding company, we rely upon dividends paid to us by our subsidiaries in the PRC and other countries and regions 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 in the PRC
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. Under PRC laws and regulations, each of our Chinese subsidiaries are required to set aside a portion of their
net income each year to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital. This reserve is not
distributable as dividends. As a result, our Chinese subsidiaries are restricted in their ability to transfer a portion of its net assets to us in
the form of dividends, loans or advances. As an offshore holding company, we will be permitted under PRC laws and regulations to
provide funding from the proceeds of our offshore fund-raising activities to our subsidiaries in China only through loans or capital
contributions, subject to the satisfaction of the applicable government registration and approval requirements. Before providing loans to
our PRC subsidiaries, we will be required to make filings about details of the loans with the State Administration of Foreign Exchange of
the PRC (the “SAFE”) in accordance with relevant PRC laws and regulations. Our PRC subsidiaries that receive the loans are only
allowed to use the loans for the purposes set forth in these laws and regulations. Under regulations of the SAFE, Renminbi is not
convertible into foreign currencies for capital account items, such as loans, repatriation of investments and investments outside of China,
unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made.
Permissions Required from the PRC Authorities for Our Operations
As of the date of this annual report, to our best knowledge, our PRC subsidiaries or VIEs are not required to obtain any further
permission or approval from the China Securities Regulatory Commission (the “CSRC”), Cyberspace Administration of China (the
“CAC”) or other PRC regulatory authorities to approve our contractual arrangements with the VIEs and their respective shareholders
other than the permissions mentioned in the next paragraph or the renewal of the permission or approval we have already obtained (if
applicable). However, PRC laws and regulations governing the conditions and the requirements of such approval are uncertain and the
relevant government authorities have broad discretion in interpreting these laws and regulations. Accordingly, the PRC regulatory
authorities may take a different view. There can be no assurance that other PRC government authorities that regulate our business and
other participants in the industry would agree that our corporate structure or any of the above contractual arrangements comply with PRC
licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the
future.
Furthermore, under current PRC laws, regulations and regulatory rules, we, our PRC subsidiaries or VIEs may be required to obtain
permissions from the CSRC, and may be required to go through cybersecurity review by the CAC, in connection with the offering and
listing in an overseas market. If we fail to obtain the relevant approval or complete other review or filing procedures for any future
offshore offering or listing, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and
penalties on our operations in China, limitations on our operating privileges in China, restrictions on or prohibition of the payments or
remittance of dividends by our subsidiaries in China, restrictions on or delays to our future financing transactions offshore, or other
actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects,
as well as the trading price of our ADSs.
However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers. For more detailed information, see “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—Recent regulatory developments in China may subject us to additional regulatory
review and disclosure requirements, expose us to government interference, or otherwise restrict or completely hinder our ability to offer
securities and raise capital outside China, which could adversely affect our business operations and cause the value of our securities to
significantly decline or become worthless.”
3.A. Selected Financial Data
[Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
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3.C. Reason for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
An investment in our ADSs involves risks. You should carefully consider the risks described below, as well as the other information
included or incorporated by reference in this annual report, before making an investment decision. Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The market or trading price of our ADSs could decline
due to any of these risks, and you may lose all or part of your investment. In addition, the risks discussed below also include forward-
looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. Please note
that additional risks not presently known to us, that we currently deem immaterial or that we have not anticipated may also impair our
business and operations.
Risk Factor Summary
Risks Related to Our Business
● Our operating results are subject to conditions affecting the lodging industry in general;
● Our business is sensitive to Chinese, European and global economic conditions. A severe or prolonged downturn in the
Chinese, European or global economy could materially and adversely affect our revenues and results of operations;
● The lodging industries in China and Europe are competitive, and if we are unable to compete successfully, our financial
condition and results of operations may be harmed;
● The COVID-19 outbreak has adversely affected, and may continue to adversely affect, our financial and operating performance;
● Seasonality of our business and national or regional special events may cause fluctuations in our revenues, cause our ADS or
ordinary share price to decline, and adversely affect our profitability;
● We may not be able to manage our planned growth, which could adversely affect our operating results;
● Failure to comply with data protection laws or maintain the integrity of internal or customer data could result in harm to our
reputation or subject us to costs, liabilities, fines or lawsuits; and
● We, our directors, management and employees may from time to time be subject to claims, controversies, lawsuits and legal
proceedings, which could have a material adverse effect on our financial condition, results of operations, cash flows and
reputation.
Risks Related to Doing Business in China
● We are subject to many of the economic and political risks associated with emerging markets due to our operations in China.
Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall
economic growth of China, which could adversely affect our business;
● Inflation in China may disrupt our business and have an adverse effect on our financial condition and results of operations;
● Uncertainties with respect to the Chinese legal system could limit the legal protections available to us and our investors and
have a material adverse effect on our business and results of operations;
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● Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirements, expose us
to government interference, or otherwise restrict or completely hinder our ability to offer securities and raise capital outside
China, which could adversely affect our business operations and cause the value of our securities to significantly decline or
become worthless;
● If the U.S. Public Company Accounting Oversight Board is unable to inspect our auditors as required under the Holding
Foreign Companies Accountable Act, the SEC will prohibit the trading of our ADSs. A trading prohibition for our ADSs, or the
threat of a trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability of
the PCAOB to conduct inspections of our auditors deprives our investors of the benefits of such inspections; and
● Proceedings instituted by the SEC against the Big Four PRC-based accounting firms, including our independent registered
public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of
the Exchange Act.
Risks Related to our ADSs, ordinary shares and Our Trading Market
● The market prices for our ADSs and/or ordinary shares has been and may continue to be volatile;
● An active trading market for our ordinary shares on the Hong Kong Stock Exchange might not be sustained and trading prices
of our ordinary shares might fluctuate significantly;
● If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our
business, the market prices and trading volume for our ADSs and/or ordinary shares could decline; and
● Techniques employed by short sellers may drive down the market prices of the ADSs and/or ordinary shares.
Risks Related to Our Business
Our operating results are subject to conditions affecting the lodging industry in general.
Our operating results are subject to conditions typically affecting the lodging industry, which include:
● changes and volatility in national, regional and local economic conditions in China, Europe and other countries and regions
where we operate;
● competition from other hotels, the attractiveness of our hotels to customers, and our ability to maintain and increase sales to
existing customers and attract new customers;
● adverse weather conditions, natural disasters or travelers’ fears of exposure to contagious diseases and social unrest;
● changes in travel patterns or in the desirability of particular locations;
● increases in operating costs and expenses due to inflation and other factors;
● local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms;
● the quality and performance of managers and other employees of our hotels;
● the availability and cost of capital to fund construction and renovation of, and make other investments in, our hotels;
● seasonality of the lodging business and national or regional special events;
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● the possibility that leased properties may be subject to challenges as to their compliance with the relevant government
regulations; and
● maintenance and infringement of our intellectual property.
Changes in any of these conditions could adversely affect our occupancy rates, average daily room rates and RevPAR, or otherwise
adversely affect our results of operations and financial condition.
Our business is sensitive to Chinese, European and global economic conditions. A severe or prolonged downturn in the Chinese,
European or global economy could materially and adversely affect our revenues and results of operations.
Our business and operations are primarily based in China as well as in Europe. We depend on domestic business and leisure travel
customers in China for a significant majority of our revenues, and we also derive a relatively large portion of our revenues from Europe
following our acquisition of Deutsche Hospitality on January 2, 2020. Accordingly, our financial results have been, and we expect will
continue to be, affected by developments in the economies and travel industries primarily of China as well as those of Europe.
As the travel industry is highly sensitive to business and personal discretionary spending levels, it tends to decline during general
economic downturns. The growth rate of China’s GDP decreased from 2012 to 2016, and from 2018 to 2021. It is uncertain whether the
growth of the Chinese economy will continue to slow down in the future. A prolonged slowdown in the Chinese economy could erode
consumer confidence which could result in changes to consumer spending patterns for travel and lodging-related products and services.
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 is based on several current or emerging factors
including: (i) overinvestment by the government and businesses and excessive credit offered by banks; (ii) a rudimentary monetary
policy; (iii) excessive privileges to state-owned enterprises at the expense of private enterprises; (iv) the increases in labor costs; (v) a
decrease in exports due to weaker overseas demand; (vi) failure to boost domestic consumption; and (vii) challenges resulting from
international and geopolitical situations, especially the US-China trade war and the overall tension between such two nations. The
European hotel industry is also significantly affected by European countries’ economic growth. While the European hotel industry
demonstrated stable growth from 2015 to 2019, its growth rate slowed down in 2020 and 2021 due to the impact of COVID-19.
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The global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went
into recession. The recovery from the lows of 2008 and 2009 was uneven and it is facing new challenges, including sanctions against
Russia over the Ukraine crisis since 2014, shadows of international terrorism spread by Islamic State of Iraq and al-Sham, which has
been particularly intensified since the Paris terror attacks in November 2015, the impact of the election of Donald Trump as former
President of the United States and the tax reform that he subsequently signed into law, the trade war between the United States and China
and the Syrian airstrike in 2018, the tension between the United States and Iran in 2019, the impact of the United Kingdom leaving the
European Union (the “EU”) and the outbreak of COVID-19. It is unclear whether such challenges will be contained or resolved and what
effects they may have. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that
have been adopted by the central banks and financial authorities of some of the world’s leading economies, including China’s. There
have also been concerns over unrest in the Middle East and Africa, which have resulted in significant market volatility, and over the
possibility of a war involving Iran or North Korea. In addition, conflicts between the United States and China have extended to multiple
areas, which could place further pressure on China’s economic growth. For example, the U.S. government imposed economic and trade
sanctions directly or indirectly affecting China-based technology companies. Such laws and regulations are likely subject to frequent
changes, and their interpretation and enforcement involves substantial uncertainties, which may be heightened by national security
concerns or driven by political and/or other factors that are out of our control. In addition, the SEC has issued statements primarily
focused on companies with significant China-based operations, such as us. All of these events have introduced uncertainties to the
geopolitical situations and the global economic outlook. There is considerable uncertainty over the long-term effects of the expansionary
monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading
economies, including China’s and those of the EU and its member states. There have also been concerns over unrest in the Middle East
and Africa, which have resulted in significant market volatility, and over the possibility of a war involving Iran or North Korea.
Furthermore, eruptions of regional tensions, such as the ongoing military conflict involving Ukraine and Russia, and the related sanctions
against Russia have resulted in major economic shocks worldwide and substantial volatility across global financial markets. It is unclear
whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and
economic conditions in the long term. In addition, there have been concerns about the economic effect of the earthquake, tsunami and
nuclear crisis in Japan and the tensions between Japan and its neighboring countries. Economic conditions in China and Europe are
sensitive to global economic conditions.
It is unclear whether the above challenges will be contained or resolved and what effects they may have. Any prolonged slowdown
in the Chinese, European or global economy may have a negative impact on our business, results of operations and financial condition,
and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity
needs.
The lodging industries in China and Europe are competitive, and if we are unable to compete successfully, our financial condition
and results of operations may be harmed.
The lodging industries in China and Europe are highly fragmented. As a multi-brand hotel group, we believe that we compete
primarily based on location, room rates, brand recognition, quality of accommodations, geographic coverage, service quality, range of
services, guest amenities and convenience of the central reservation system. We primarily compete with other hotel groups as well as
various independent hotels in each of the markets in which we operate, including Chinese hotel groups such as BTG Homeinns and
Jinjiang, as well as international hotel groups such as Marriott, Intercontinental, Accor, Hilton and OYO. We also face competitions from
lodging products offered on platforms such as Airbnb and service apartments. New and existing competitors may offer more competitive
rates, greater convenience, services or amenities or superior facilities, which could attract customers away from our hotels and result in a
decrease in occupancy rates and average daily room rates of our hotels. Competitors may also outbid us for new leased hotel conversion
sites, negotiate better terms for potential manachised or franchised hotels or offer better terms to our existing manachised or franchised
hotel owners, thereby slowing our anticipated pace of expansion. Furthermore, our typical guests may change their travel, spending and
consumption patterns and choose to stay in other kinds of hotels, especially given the increase in our hotel room rates to keep pace with
inflation. Even if our peers cannot outcompete us, any increasing supply of hospitality assets in the areas we operate could negatively
affect our operational and financial results. Any of these factors may have an adverse effect on our competitive position, results of
operations and financial condition.
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The COVID-19 outbreak has adversely affected, and may continue to adversely affect, our financial and operating performance.
In December 2019, COVID-19 was reported to have surfaced in Wuhan, China, which subsequently spread throughout China. The
travel industry has been severely affected by the outbreak of COVID-19 since the beginning of 2020 due to the reduced traveler traffic in
China. In addition, after COVID-19 was declared by the World Health Organization as a Public Health Emergency of International
Concern on January 31, 2020, many foreign countries issued travel bans to China which further harmed the travel industry in China.
These measures could slow down the development of the Chinese economy and adversely affect global economic conditions and
financial markets. The Chinese government has also implemented strict nationwide containment measures against COVID-19, including
travel restrictions, lock-downs of certain cities and hotel closures. Such containment measures negatively affected our hotels’ (both
leased and owned hotels and manachised and franchised hotels) occupancy rate and revenue. Although China has temporarily controlled
the outbreak, our revPAR recovery was still significantly impacted by several COVID-19 resurgences. For example, the recovery was
seriously interrupted by the large-scale outbreak of Omicron variant in over 30 provinces since early March. Many cities were locked-
down, such as Shanghai and Jilin, which resulted in a sharp decline in business and leisure travels. As a result, our occupancy rate
(excluding hotels under requisition) dropped to around 59% in March 2022. However, the outbreak also led to a raising demand for
quarantine and accommodation needs of medical team and delivery riders. As of March 31, 2022, we had 1,299 hotels of legacy Huazhu
under governmental requisition.
Since the outbreak of COVID-19, we have taken various preventative measures, such as the introduction of intelligent non-contact
services, across our hotels to help protect our employees and customers. In addition to the timely delivery of hotel supplies arranged by
our centralized procurement team, we have also offered temporary franchise fee reductions and have helped our franchisees to obtain
low-interest bank loans to meet their short-term working capital needs. For example, we helped introduce our franchisees to the banks
and provided the banks with monthly operating statements of the franchisees recorded in our information systems as an evidence of the
franchisees’ credit profiles. We do not bear any obligations under the loans that the banks extended to our franchisees. We have also
taken various cost and cash flow mitigation measures to counter the negative impact of COVID-19 on our results of operations. Despite
these efforts, our business operations and results in 2020 and 2021 were adversely affected by COVID-19.
In addition, the closure of our hotels and lower occupancy rate during this period, as a result of the Chinese government’s
containment measures mentioned above, may amount to an event of default under certain of our banking arrangements. We have
managed to obtain the required waiver since the outbreak of COVID-19 in 2020. However, there is no guarantee that we will continue to
comply with the covenants under our outstanding facilities and we will be able to obtain such waivers in the future when required.
Moreover, we completed the acquisition of Deutsche Hospitality in January 2020. As COVID-19 spreads globally, the operations of
Deutsche Hospitality in Europe have also been adversely affected since early March 2020. Thanks to the progress of vaccination
campaigns and easing of social restrictions, Europe showed continuous business recovery trend. However, due to the third and fourth
waves of the COVID-19 pandemic in European countries, the operations of Deutsche Hospitality in the fourth quarter of 2021 were
impacted by tightened governmental control measures and testing requirements, which, as a result, disrupted the recovery trend. As a
result, a number of our hotels under Deutsche Hospitality, or legacy DH, were then temporarily closed. As of December 31, 2021, all
hotels of Deutsche Hospitality that were temporarily closed due to COVID-19 had resumed operation. Deutsche Hospitality is
undergoing a continuous RevPAR recovery since Germany unfolded its opening-up plan in mid-February 2022. The RevPAR in March
2022 recovered to 65% of 2019 level, improved from only 47% in January 2022. RevPAR recovery in the near-term is expected to
remain under pressure due to the recent Omicron variant. As a result, Deutsche Hospitality could experience cash shortfalls and may
need to increase borrowings to finance its operations. There is no assurance that we could obtain sufficient financing for our business
needs on reasonable terms, or at all. The failure to obtain sufficient financing on reasonable terms or at all could materially and adversely
affect our financial condition, results of operations and business.
In addition, if any of our employees or customers is suspected of having contracted or has contracted COVID-19 while he or she has
worked or stayed in our hotels, we may under certain circumstances be required to quarantine our employees that are affected and the
affected areas of our premises. The significant decline in revenues for most hotels also increases the probability that franchisees will be
unable to fund working capital and to repay or refinance indebtedness, which may cause our franchisees to declare bankruptcy. Such
bankruptcies may result in termination of our franchise agreements and eliminate our anticipated income and cash flows. Moreover,
bankrupted franchisees may not have sufficient assets to pay termination fees, other unpaid fees, reimbursements or unpaid loans owed to
us.
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Our businesses have been significantly impacted by the global outbreak of COVID-19 and we experienced operating losses in 2020
and 2021. Our business operation has gradually recovered since 2021. Our total revenues increased by 25.4% from RMB10,196 million
in 2020 to RMB12,785 million (US$2,006 million) in 2021. We closed down certain of our hotels in 2020 and 2021 due to the pandemic.
Also, we recorded impairments of property and equipment, right-of-use assets and intangible assets of RMB180 million and RMB317
million (US$50 million) in 2020 and 2021, respectively, mainly due to the pandemic.
As COVID-19 continues to spread, its overall impact on our business, liquidity and results of operations is unknown at this time.
Moreover, COVID-19 may not be eliminated and such outbreak may recur. While vaccines for COVID-19 are being, and have been
developed, there is no guarantee that any such vaccine will be effective, work as expected or be made available or will be accepted on a
significant scale and in a timely manner. Furthermore, certain variants have proven to be more severe and more transmissible, especially
the pandemic’s recent emergence of the Delta variant and Omicron variant, which appears to be the most transmissible variant to date
and has resulted in an increase in cases globally. These or future variants of COVID-19 could also prove to be more resistant to vaccines.
The impact of the Delta variant and Omicron variant cannot be predicted at this time, and could depend on numerous factors, including
vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Delta variant and Omicron variant, and the
response by governments. The potential downturn brought by and the duration of the COVID-19 pandemic may be difficult to assess or
predict where actual effects will depend on many factors beyond our control. To the extent COVID-19 adversely affects our business,
financial condition and results of operations, it may also heighten some of the other risks described in this “Risk Factors” section.
Seasonality of our business and national or regional special events may cause fluctuations in our revenues, cause our ADS or
ordinary share price to decline, and adversely affect our profitability
The lodging industry is subject to fluctuations in revenues due to seasonality and national or regional special events. The seasonality
of our business may cause fluctuations in our quarterly operating results. 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 other quarters of the year. Our hotels in China
typically have a lower RevPAR in the fourth quarter, as compared to the second and third quarters, due to reduced travel activities in the
winter, though some of our European hotels may recognize higher sales in the fourth quarter as a result of more trade fairs and corporate
events. In addition, national or regional special events that attract large numbers of people to travel may also cause fluctuations in our
operating results in particular for the hotel locations where those events are held. Therefore, you should not rely on our operating or
financial results for prior periods as an indication of our results in any future period. As our revenues may vary from quarter to quarter,
our business performance is difficult to predict and our quarterly results could fall below investor expectations, which could cause our
ordinary share and/or ADS prices to decline. Furthermore, the ramp-up process of our new hotels can be delayed during the low season,
which may negatively affect our revenues and profitability.
Our relatively limited operating history makes it difficult to evaluate our future prospects and results of operations.
Our operations commenced in 2005, when we launched our HanTing Hotel brand. See “Item 4. Information on the Company — A.
History and Development of the Company.” Accordingly, you should consider our future prospects in light of the risks and challenges
encountered by a company with a relatively limited operating history. These risks and challenges include:
● continuing our growth while trying to achieve and maintain our profitability;
● preserving and enhancing our competitive position in the lodging industry in China, Europe and other countries and regions
where we operate;
● offering innovative products to attract recurring and new customers;
● implementing our strategy and modifying it from time to time to respond effectively to competition and changes in customer
preferences and needs;
● increasing awareness of our brands and products and continuing to develop customer loyalty;
● attracting, training, retaining and motivating qualified personnel; and
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● renewing leases for our leased hotels on commercially viable terms after the initial lease terms expire.
If we are unsuccessful in addressing any of these risks or challenges, our business may be materially and adversely affected.
Our new leased and owned hotels typically incur significant pre-opening expenses during their development stages and generate
relatively low revenues during their ramp-up stages, which may have a significant negative impact on our financial performance.
The operation of each of our leased and owned hotel goes through three stages: development, ramp-up and mature operations.
During the development stage, leased and owned hotels do not generate any revenue, and incur pre-opening expenses generally ranging
from approximately RMB1.5 million to RMB20.0 million per hotel. During the ramp-up stage, when the occupancy rate is relatively low,
revenues generated by these hotels may be insufficient to cover their operating costs, which are relatively fixed in nature. As a result,
these newly opened leased and owned hotels may not achieve profitability during the ramp-up stage. As we continue to expand our
leased and owned hotel portfolio, the significant pre-opening expenses incurred during the development stage and the relatively low
revenues during the ramp-up stage of our newly opened leased and owned hotels may have a significant negative impact on our financial
performance. Moreover, we plan to develop more midscale and upscale leased and owned hotels in the future with relatively higher pre-
opening expenses, especially rent, which may lead to a more evident negative impact on our financials. In addition, we must maintain our
hotels’ conditions and may upgrade certain of our hotels, which requires renovation and other improvements to our hotels from time to
time. Hotels under renovation may need to be closed partially or entirely or otherwise be seriously disrupted due to the renovations,
which could adversely affect the hotels’ revenues.
A significant portion of our costs and expenses may remain at the same level or increase even if our revenues decline, which would
adversely affect our net margins and results of operations.
A significant portion of our operating costs, including rent and depreciation and amortization, is fixed. Accordingly, a decrease in
revenues could result in a disproportionately higher decrease in our earnings because our operating costs and expenses are unlikely to
decrease proportionately. For example, the New Year and Spring Festival holiday periods generally account for a lower portion of our
annual revenues than other periods. However, our expenses do not vary as significantly with changes in occupancy and revenues as we
need to continue to pay rent and salary and to make regular repairs, maintenance and renovations and invest in other capital
improvements throughout the year to maintain the attractiveness of our hotels. Our property development and renovation costs may
increase as a result of increasing costs of materials. However, we have a limited ability to pass increased costs to customers through room
rate increases. Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely
affect our net margins and results of operations.
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We may not be able to manage our planned growth, which could adversely affect our operating results.
Our hotel group has been growing rapidly since we commenced our business of operating and managing a multi-brand hotel group.
We launched our hotel product HanTing Hotel in 2005, our economy hotel brand Hi Inn in 2008 and our midscale hotel brand JI Hotel in
2010. In May 2012, we completed the acquisition of a 51% equity interest in Starway Hotels (Hong Kong) Limited, or Starway HK, and
in December 2013, we acquired the remaining 49% equity interest of Starway HK from C-Travel. We have retained the Starway Hotel
brand. In addition, we launched Manxin Hotels & Resorts in October 2013, which was subsequently rebranded as Manxin Hotel, an
upper midscale hotel brand; Joya Hotel, a new hotel brand targeting the upscale market, in December 2013; and Elan Hotel, a new
economy hotel brand, in September 2014. In January 2016, we completed strategic alliance transactions with Accor S.A., or Accor, to
join forces in the Pan-China region to develop Accor brands and to form an extensive and long-term alliance with Accor. In May 2017,
we completed the acquisition of all of the equity interests in Crystal Orange Hotel Holdings Limited, or Crystal Orange, which operated
hotels under the brands of Crystal Orange Hotel and Orange Hotel. In August 2018, we completed the acquisition of a majority stake in
Blossom Hotel Investment Management (Kunshan) Co., Ltd., or Blossom Hotel Management, which was engaged in the business of
operating and managing hotels under the brand of Blossom Hill Hotels & Resorts (rebranded as Blossom House in April 2020) in the
upscale market in the PRC. We launched Madison Hotel brand and Grand Madison Hotel brand in 2019. In 2020, we merged Grand
Madison Hotel brand into Madison Hotel brand. In January 2020, we completed the acquisition of all of the equity interests in Deutsche
Hospitality. In 2020, we acquired Ni Hao Hotel brand, and started to develop and operate hotels under this brand. In May 2021, we
completed the acquisition of CitiGO, which operates hotels under the brand of CitiGO Hotel. In July 2021, Steigenberger Hotels AG and
Porsche Lizenz- und Handelsgesellschaft mbH & Co. KG signed a license agreement to jointly develop a luxury lifestyle brand named
Steigenberger Porsche Design Hotels. Steigenberger Porsche Design Hotels are expected to be launched in selected international
metropolises. We also launched our luxury hotel brands Steigenberger Icon and Song Hotels in 2021. Through such organic growth and
acquisitions, we increased the number of our hotels in operation from 26 hotels as of January 1, 2007 to 7,830 hotels (including 124
hotels under Deutsche Hospitality) as of December 31, 2021.
We intend to continue developing and operating additional hotels in different geographic locations in China and overseas. Such
expansions have placed, and will continue placing, substantial demands on our managerial, operational, technological and other
resources. Our planned expansion will also require us to maintain the consistency of our products and the quality of our services to
ensure that our business does not suffer as a result of any deviations, whether actual or perceived, in our quality standards. In order to
manage and support our growth, we must continue improving our existing operational, administrative and technological systems and our
financial and management controls, and recruit, train and retain qualified hotel management 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 hotels into our operations. Our
inability to anticipate the changing demands that expanding operations will impose on our management and information and operational
systems, or our failure to quickly adapt our systems and procedures to the new markets, could result in declines of revenues and increases
in expenses or otherwise harm our results of operations and financial condition.
In addition, our expansion within existing markets may cannibalize our existing hotels in those markets and, as a result, negatively
affect our overall results of operations. While expansion into new geographic markets, especially overseas, and addition of new hotel
products for which we have limited operating experience and brand recognition may present operating and marketing challenges that are
different from those we currently encounter in our existing markets. Those new 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 retain qualified employees who share our vision, passion and culture. Hotels operated in new markets may also have lower average
revenues or higher operating costs than hotels in existing markets. Revenues at hotels operated in new markets may take longer than
expected to ramp up and reach expected revenues and profit levels, and may never do so, thereby affecting our overall profitability.
There can be no assurance that any expansion, new hotel products or brands we introduce will be well received by our customers
and become profitable in a timely fashion, or at all. If a new product or brand is not well received by our customers and our expansion
into new geographic markets is not successful, we may not be able to generate sufficient revenue to offset related costs and expenses, and
our overall financial performance and condition may be adversely affected.
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Our multi-brand business strategy exposes us to potential risks and its execution may divert management attention and resources
from our established brand, and if any of the new hotel brands are not well received by the market, we may not be able to generate
sufficient revenue to offset related costs and expenses, and our overall financial performance and condition may be adversely
affected.
We launched our hotel brand HanTing Hotel in 2005, our economy hotel brand Hi Inn in 2008 and our midscale hotel brand JI Hotel
in 2010. In 2012, we acquired the Starway Hotel brand. In addition, we launched Manxin Hotels & Resorts in October 2013, which was
subsequently rebranded as Manxin Hotel, an upper midscale hotel brand; Joya Hotel, a new hotel brand targeting the upscale market, in
December 2013 and Elan Hotel, a new economy hotel brand, in September 2014. We acquired Crystal Orange in May 2017, which holds
hotels under the brands of Crystal Orange Hotel and Orange Hotel. In August 2018, we completed the acquisition of a majority stake in
Blossom Hotel Management which holds hotels under the brand of Blossom Hill Hotels & Resorts (currently Blossom House). We
launched the Madison Hotel brand and Grand Madison Hotel brand in 2019. In 2020, Grand Madison Hotel was merged into Madison
Hotel brand. In January 2020, we completed the acquisition of Deutsche Hospitality, which operates in Europe, the Middle East, Asia
and Africa, with hotels under brands of Steigenberger Hotels & Resorts, MAXX by Steigenberger, Jaz in the City, IntercityHotel, and
Zleep Hotels. In 2020, we acquired Ni Hao Hotel brand, and started to develop and operate hotels under this brand. In May 2021, we
completed the acquisition of CitiGO, which operates hotels under the brand of CitiGO Hotel. In July 2021, Steigenberger Hotels AG and
Porsche Lizenz- und Handelsgesellschaft mbH & Co. KG signed a license agreement to jointly develop a luxury lifestyle brand named
Steigenberger Porsche Design Hotels. Steigenberger Porsche Design Hotels are expected to be launched in selected international
metropolises. We also launched our luxury hotel brands Steigenberger Icon and Song Hotels in 2021. We are still in the process of
developing our various brands, such as the Elan Hotel, Joya Hotel, Manxin Hotel, Starway Hotel, Hi Inn, Crystal Orange Hotel, Orange
Hotel, Blossom House, Madison Hotel brands and Ni Hao Hotel. In addition to the hotel brands owned by us, we entered into strategic
alliance transactions with Accor in January 2016, and are developing Accor’s certain hotel brands in PRC, Taiwan and Mongolia under
our brand franchise agreements.
We cannot guarantee the size and profitability of the various market segments that each new brand is targeting. The business models
of these new brands are not proven and we cannot guarantee that they can generate return comparable to the established brands. The
process of developing new brands may divert management attention and resources from our established brands. We may not be able to
find competent management staff to lead and manage the execution of the multi-brand business strategy. If we are unable to successfully
execute our multi-brand strategy to target various market segments, we may be unable to generate revenues from these market segments
in the amounts and by the times we anticipate, or at all, and our business, competitive position, financial condition and prospects may be
adversely affected.
We may not be able to successfully identify, secure and develop in a timely fashion additional hotel properties under the lease and
ownership model or develop hotel properties on a timely or cost-efficient manner, which may adversely affect our growth strategy
and business.
We plan to open more hotels to grow our business. Under our lease and ownership model (other than Deutsche Hospitality) and the
lease model of Deutsche Hospitality, we may not be successful in identifying and leasing or acquiring additional hotel properties at
desirable locations and on commercially reasonable terms or at all. Even if we are able to successfully identify and acquire new hotel
properties, new hotels may not generate the returns we expect. We may also incur costs in connection with evaluating hotel properties
and negotiating with property owners, including properties that we are subsequently unable to lease or own. In addition, we may not be
able to develop additional hotel properties in a timely fashion due to construction or regulatory delays. If we fail to successfully identify,
secure or develop in a timely fashion additional hotel properties, our ability to execute our growth strategy could be impaired and our
business and prospects may be materially and adversely affected.
We develop a substantial majority of our leased and owned hotels directly. Our involvement in the development of properties
presents a number of risks, including construction delays or cost overruns, which may result in increased project costs or lost revenue.
We may be unable to recover development costs we incur for projects that do not reach completion. Properties that we develop could
become less attractive due to market saturation or oversupply, and as a result we may not be able to recover development costs at the
expected rate, or at all. Furthermore, we may not have available cash to complete projects that we have commenced, or we may be
unable to obtain financing for the development of future properties on favorable terms, or at all. If we are unable to successfully manage
our hotel development to minimize these risks, our growth strategies and business prospects may be adversely affected.
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Our leases could be terminated early, we may not be able to renew our existing leases on commercially reasonable terms and our
rents could increase substantially in the future, which could materially and adversely affect our operations.
The lease agreements between our lessors and us typically provide, among other things, that the leases could be terminated under
certain legal or factual conditions. If our leases were terminated early, our operation of such properties may be interrupted or
discontinued and we may incur costs in relocating our operations to other locations. Furthermore, we may have to pay losses and
damages and incur other liabilities to our customers and other vendors due to our default under our contracts. As a result, our business,
results of operations and financial condition could be materially and adversely affected.
We plan to retain the operation of our leased hotels upon lease expiration through (i) renewal of existing leases or (ii) execution of
franchise agreements with the lessors. We cannot assure you, however, that we will be able to retain our hotel operation on satisfactory
terms, or at all. In particular, we may experience an increase in our rent payments and cost of revenues in connection with renegotiating
our leases. If we fail to retain our hotel operation on satisfactory terms upon lease expiration, our costs may increase and our profit
generated from the hotel operation may decrease in the future. If we are unable to pass the increased costs on to our customers through
room rate increases, our operating margins and earnings could decrease and our results of operations could be materially and adversely
affected.
We may not be able to successfully compete for franchise agreements and, as a result, we may not be able to achieve our planned
growth.
Our growth strategy includes expanding through manachising and franchising, by entering into franchise agreements with our
franchisees. We believe that our ability to compete for franchise agreements primarily depends on our brand recognition and reputation,
the results of our overall operations in general and the success of the hotels that we currently manachise and franchise. Other competitive
factors for franchise agreements include marketing support, capacity of the central reservation channel and the ability to operate 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 our manachise and franchise models could be diminished. If the hotels that we
manachise or franchise perform less successfully than those of our competitors 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. 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.
We may have disputes with our franchisees and they may terminate the franchise agreements with us earlier if the franchised
hotels’ performance is worse than they expected.
We may have disputes with our franchisees with respect to the performance of the franchise agreements. For example, we have in
the past closed certain manachised and franchised hotels as a result of disputes with the franchisees regarding our measures to avoid
competition between the franchisees, including keeping appropriate distances between the manachised and franchised hotels. Some
franchisees were not satisfied with the performance of the hotel managers we appointed for our manachised hotels or generally the
manachised or franchised hotels’ profitability or growth rates. Some franchisees complained that our loyalty program and other
marketing efforts did not bring sufficient customers for their hotels. Our franchisees may also have disputes with us regarding other
matters, such as the amount and settlement of fees payable by them and the adequacy of our operational support to them. In addition, our
franchise agreements with franchisees typically provide that the franchise agreements could be terminated under certain circumstances. If
franchise agreements are terminated early, we lose the franchise fees and related management fees. Furthermore, we may have to pay
losses and damages to our guests, and our brand image may be adversely impacted. As a result, our business and results of operations
and financial conditions may be adversely affected by early termination of our franchise agreements.
We plan to renew our existing franchise agreements upon expiration. However, we may be unable to retain our franchisees on
satisfactory terms, or at all. If a significant number of our existing franchise agreements are terminated early or are not renewed on
satisfactory terms upon expiration, our revenue and profit may decrease in the future. If we cannot secure new franchisees to replace
those expired or terminated franchises and compensate for the loss of business, our results of operations could be materially and
adversely affected.
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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, we invested in
Beijing Qingpu Tourism Culture Development Co., Ltd. in 2015, in AAPC Hotel Management Limited, China Young Professionals
Apartment Management Limited and Chengjia (Shanghai) Investment Co., Limited in 2016, and in Blossom Hotel Management, Oravel
Stays Private Limited and some securities in the hotel industry in 2017. We completed the acquisition of all of the equity interests in
Crystal Orange in May 2017. In January 2018, we announced we have formed a joint venture with TPG. Hitone later also invested in this
joint venture. In August 2018, we completed the acquisition of a majority stake in Blossom Hotel Management in steps. From 2017 to
2019, we also acquired shares of Accor and other companies from open market, and invested in certain hotel related funds. In January
2020, we completed the acquisition of all of the equity interests in Deutsche Hospitality. We also jointly established a company named
Yongle Huazhu Hotel & Resort Group with a wholly-owned subsidiary of Sunac China Holdings Limited (“Sunac”) and Chengdu Global
Times Exhibition and Travel Development Company Limited to develop and operate hotels. We will provide hotel operational services to
the joint venture and the joint venture will develop and operate hotels under the brands of Blossom House, Steigenberger Hotels &
Resorts and Sunac’s own brands.
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 and expenses of acquisitions or investments. 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.
Potential risk exposures associated with acquisition or investments, difficulties in business integration, requirements of cost, expenses
and management attention may be more severe and unpredictable if international acquisitions and investments are involved. 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. In addition, if we purchase shares from the open market, we may
experience volatility in our investments as the prices of such shares fluctuate frequently. For example, we incurred unrealized loss from
fair value changes of equity securities associated with shares we purchased from the open market in the past. 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.
Our legal right to lease certain properties could be challenged or affected adversely by property owners or other third parties or
subject to government regulation.
A substantial part of our business model relies on leases with third parties who either own or lease the properties from the ultimate
property owners. We also grant franchises to hotel operators who may or may not own their hotel properties. The land use rights and
other property rights with respect to properties we currently lease, manachise or franchise for our existing hotels could be challenged. For
example, our lessors have failed to provide the property ownership certificates and/or the land use rights certificates for certain properties
that we lease for our hotel operations. While we have performed due diligence to verify the rights of our lessors to lease such properties,
including inspecting documentation issued by competent government authorities evidencing these lessors’ land use rights and other
property rights with respect to these properties, our rights under those leases could be challenged by other parties including government
authorities. If the properties are deemed to be illegal constructions or the landlords do not have the rights to lease the properties to us for
hotel operations purposes, the landlords (instead of us, as the lessee) may be subject to monetary penalties and the lease agreements may
be invalidated. We may therefore be required to relocate our relevant hotels. We also cannot assure you that we can always keep good
title of the properties we lease currently or will lease in the future, free and clear of all liens, encumbrances and defects. If the ultimate
owner of the property changes after the original owner of such property mortgages such property to any third party, our legal rights under
the lease agreement may be affected adversely and we may not rank senior in the right of continuing occupying the property.
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Under PRC law, all lease agreements are required to be registered with the local housing bureau. While the majority of our standard
lease agreements require the lessors to make such registrations, some of our leases have not been registered as required, which may
expose both our lessors and us to potential monetary fines. Some of our rights under the unregistered leases may also be subordinated to
the rights of other interested third parties. In addition, in some instances where our immediate lessors are not the ultimate owners of hotel
properties, no consents or permits have been obtained from the owners, the primary lease holders or competent government authorities,
as applicable, for the subleases of the hotel properties to us, which could potentially invalidate our leases or lead to the renegotiation of
such leases that result in terms less favorable to us or even relocation of our relevant hotels. Some of the properties we lease from third
parties were also subject to mortgages at the time the leases were signed. Where consent to the lease have not been obtained from the
mortgage holder in such circumstances, the lease may not be binding on the transferee of the property if the mortgage holder forecloses
on the mortgage and transfers the property. Moreover, the property ownership or leasehold in connection with our manachised and
franchised hotels could be subject to similar third-party challenges.
In Germany, our hotels are operated on the legal basis of lease, management or franchise agreements. Some agreements for hotels
located in Germany are concluded subject to conditions precedent or require a consent by a third party, such as authorities in case of local
measurement areas (for example, re-development) or ground owners in case of a hereditary building right. There are no indications that
these requirements have not been fulfilled; however, if not met, failure to meet these requirements could potentially invalidate the
respective agreements or lead to the renegotiation of these agreements which could result in less favorable terms. Furthermore,
provisions or parts of lease, management or franchise agreements may not be effective or may lead to legal disputes. This could lead to
additional cost burdens for our hotel operations. In addition, some of our leases, management or franchise agreements contain break
rights and rescission rights entitling the landlords to terminate the agreements on a certain date or upon the occurrence of certain events.
Further, in case of a fixed lease period of more than one year, German law provides for a written-form requirement regarding material
terms of leases and therefore excludes an ordinary termination right prior to the lapse of the lease period. However, in case of a written-
form defect, the lease agreement is not considered void but will be deemed to have an unlimited lease period with an ordinary
termination right by law. Some of our leases may have a written-form defect, which effectively leads to a statutory termination right with
a notice period. Such legal notice – in general – has to be given at the beginning of a calendar quarter with the termination being effective
at the end of the following calendar quarter (i.e. the notice period is between six and nine months, depending on the date of the
termination notice). Similar issues, except for the written-form defect, may occur in connection with our managed and franchised hotels.
Any challenge to our legal rights to the properties used for our hotel operations, if successful, could impair the development or
operations of our hotels in such properties. We are also subject to the risk of potential disputes with property owners or third parties who
otherwise have rights to or interests in our hotel properties. Such disputes, whether resolved in our favor or not, may divert
management’s attention, harm our reputation or otherwise disrupt our business.
Any failure to comply with land- and property-related PRC laws and regulations may negatively affect our ability to operate our
hotels and we may suffer significant losses as a result.
Our lessors are required to comply with various land- and property-related laws and regulations to enable them to lease effective
titles of their properties for our hotel use. For example, before any properties located on state-owned land in China with allocated or
leased land use rights or on land owned by collective organizations may be leased to third parties, lessors should obtain appropriate
approvals from the competent government authorities. In addition, properties used for hotel operations and the underlying land should be
approved for commercial use purposes by competent government authorities. Some of the lessors of our executed lease agreements have
not obtained the required governmental approvals, including approvals of the properties for commercial use purposes. Such failure may
subject the lessors to monetary fines or other penalties and may lead to the invalidation or termination of our leases and relocation of our
relevant hotels, and therefore may adversely affect our results of operations. While some lessors have agreed to indemnify us against our
losses resulting from their failure to obtain the required approvals, we cannot assure you that we will be able to successfully enforce such
indemnification obligations against our lessors or that such indemnification can cover losses from all the property defects. As a result, we
may suffer significant losses resulting from our lessors’ failure to obtain required approvals to the extent that we are not fully
indemnified by our lessors.
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Our success could be adversely affected by the performance of our manachised and franchised hotels and defaults or wrongdoings
of our franchisees may affect our reputation, which would adversely affect our results of operations.
Our success could be adversely affected by the performance of our manachised and franchised hotels, over which we have less
control compared to our leased and owned hotels. As of December 31, 2021, we manachised and franchised approximately 90.6% of our
hotels, and we plan to further increase the number of manachised and franchised hotels to increase our presence in China and our
overseas markets. Our franchisees for both our manachised and franchised hotels may not be able to develop 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.
Furthermore, given that our franchisees are typically responsible for the costs of developing and operating the hotels, including
renovating the hotels to our standards, and all of the operating expenses, the quality of our manachised and franchised hotel operations
may be diminished by factors beyond our control.
Our franchisees may not successfully operate hotels in a manner consistent with our standards and requirements. Our manachised
and franchised hotels are also operated under our brand names. If our brands are misused by any of our franchisees, there may be an
adverse impact on our business reputation and brand image. In addition, like any operators in service-oriented industries, we are subject
to customer complaints and we may face complaints from unsatisfied customers who are unhappy with the standard of service offered by
our franchisees. Any complaints, regardless of their nature and validity, may affect our reputation, thereby adversely affecting our results
of operations. We may also have to incur additional costs in placating any customers or salvaging our reputation. For example, in 2021,
we closed 137 manachised and franchised hotels that did not comply with our brand and operating standards.
If any of our franchisees defaults or commits wrongdoing, there could be situations where the franchisee is not in a position to
sufficiently compensate us for losses which we have suffered as a result of such defaults or wrongdoings. While we ultimately can take
action to terminate our franchisees that do not comply with the terms of our franchise agreements or commit wrongdoing, we may not be
able to identify problems and make timely responses and, as a result, our image and reputation may suffer, which may have a material
adverse effect on our results of operations.
If we are unable to access funds to maintain our hotels’ condition and appearance, or if our franchisees fail to make investments
necessary to maintain or improve their properties, the attractiveness of our hotels and our reputation could suffer and our hotel
occupancy rates may decline.
In order to maintain our hotels’ condition and appearance, ongoing renovations and other leasehold improvements, including
periodic replacement of furniture, fixtures and equipment, are required. In particular, we manachise and franchise properties leased or
owned by franchisees under the terms of franchise agreements, substantially all of which require our franchisees to comply with
standards that are essential to maintaining the relevant product integrity and our reputation. We depend on our franchisees to comply with
these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities
and personnel.
Such investments and expenditures require ongoing funding and, to the extent we or our franchisees cannot fund these expenditures
from existing cash or cash flow generated from operations, we or our franchisees must borrow or raise capital through financing. We or
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 we or our franchisees fail to make investments necessary to maintain or improve the
properties, our hotel’s attractiveness and reputation could suffer, we could lose market share to our competitors and our hotel occupancy
rates and RevPAR may decline.
Interruption or failure of our information systems or our business partners’ systems could impair our ability to effectively provide
our services, which could damage our reputation and subject us to penalties.
Our ability to provide consistent and high-quality services and to monitor our operations on a real-time basis throughout our hotel
group depends on the continued operation of our information technology systems, including our web property management, central
reservation and customer relationship management systems. Certain damage to or failure of our systems could interrupt our inventory
management, affect the manner of our services in terms of efficiency, consistency and quality, and reduce our customer satisfaction.
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Our technology platform plays a central role in our management of inventory, revenues, loyalty program and franchisees. We also
rely on our website, call center and mobile application to facilitate customer reservations. Our systems remain 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 other 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 redundant, and our disaster
recovery planning does not account for all possible scenarios.
Furthermore, our systems and technologies, including our website and database, could contain undetected errors or “bugs” that could
adversely affect their performance, or could 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, prolonged or persistent system failures,
our quality of services, customer satisfaction, and operational efficiency could be severely harmed, which could also adversely affect our
reputation. Steps we take to increase the reliability and redundancy of our systems may be costly, which could reduce our operating
margin, and there can be no assurance that any increased reliability may be achievable in practice or would justify the costs incurred.
In addition, we collaborate with various business partners, such as airlines, in our day-to-day operations, and our ability to provide
satisfactory services to customers also depends on the maintenance and efficacy of such business partners’ systems, such as the
maintenance of networks with necessary speed, bandwidth, and stability. If any of our business partners’ systems encounter errors,
“bugs” or other problems, our ability to effectively provide our services may be adversely affected, our reputation may be harmed, and
we may also face customer complaints and be subject to fines and other penalties from competent authorities.
Failure to comply with data protection laws or 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 large volumes of internal and customer data, including 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 regarding our employees. The integrity and protection of our customer, employee and company data
is 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.
The PRC regulatory and enforcement regime regarding privacy and data security is evolving and tightening:
● The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on
November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a
citizen’s personal information obtained during the course of performing duties or providing services or obtaining such
information through theft or other illegal ways.
● On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the
PRC, which became effective on June 1, 2017. Pursuant to the Cyber Security Law of the PRC, network operators must not,
without users’ consent, collect their personal information, and may only collect users’ personal information necessary to
provide their services. Providers are also obliged to provide security maintenance for their products and services and shall
comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.
In addition, pursuant to the Cyber Security Law of the PRC, personal information and important data collected and generated
by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical
information infrastructure operator purchases internet products and services that affects or may affect national security, it should
be subject to cybersecurity review by the CAC. Due to the lack of further interpretations, the exact scope of “critical
information infrastructure operator” remains unclear.
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● In June 2021, the Standing Committee of the National People’s Congress promulgated the Data Security Law, which took effect
in September 2021. The Data Security Law applies to data handling activities carried out within the territory of the People’s
Republic of China. The Data Security Law further provides that data processing activities carried out outside of China, which
harm national security, public interest or legal interests of Chinese citizens and organizations, should be subject to legal
liabilities. Pursuant to the Data Security Law, those conducting data handling activities should, in accordance with laws and
regulations, establish and perfect a data security management system across their entire workflow and adopt the corresponding
technical measures and other necessary measures to ensure data security.
● The Civil Code of the PRC (effective since January 1, 2021) provide main legal basis for privacy and personal information
infringement claims under the Chinese civil laws.
● The Personal Information Protection Law took effect on November 1, 2021, which outlines the main system framework and
comprehensive requirements for personal information processing.
PRC regulators, including the CAC, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the
areas of data security and data protection. Interpretation, application and enforcement of these laws, rules and regulations evolve from
time to time and their scope may change continually through new legislation, amendments to existing legislation and changes in
enforcement. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going
forward, which could cause us to incur substantial compliance costs and subject us to heightened risks and challenges associated with
data security and protection. If we are unable to manage these risks, we could become subject to civil litigations brought by relevant
individuals; administrative penalties, including fines, suspension of business, website closure, and revocation of prerequisite licenses;
and our reputation and results of operations could be materially and adversely affected. On July 2, 2020, the CAC, announced that it had
launched a cybersecurity review of DiDi Global, a company recently listed on the Nasdaq with operations in China, to prevent national
data security risk and protect national security and the public interest. CAC then ordered the removal of DiDi’s app from China’s
smartphone app stores. On July 5, 2021, the CAC announced the commencement of cybersecurity review of
“Yunmanman”,”Huochebang” and “BOSS Zhipin” and suspended their new user registration. On July 10, 2021, CAC circulated the
Measures for Cybersecurity Review (Revised Draft for Comments), or Cybersecurity Review Measures, providing, among other things,
that information infrastructure operators or data processors in possession of information of more than one million users in China are
subject to a regulatory cybersecurity review if they are seeking a listing in a foreign country. The Cybersecurity Review Measures also
provide that PRC governmental authorities may initiate cybersecurity review if they determine cyber products or services, data
processing activities or potential listing in a foreign country have affected or may affect national security. The Cybersecurity Review
Measures were released on December 28, 2021 and took effect on February 15, 2022.There are substantial uncertainties as to whether
and how the CAC’s further actions and the enacted version of the Cybersecurity Review Measures would impact U.S. listed companies
like us. It is very likely that our data processing activities within China are regulated under the Cybersecurity Review Measures, which
may subject us to cybersecurity review. If, based on the enacted version of the Cybersecurity Review Measures and other relevant rules
and regulations, we will be subject to increased scrutiny regarding data security and data protection, our business, operation, reputation
and share price may be adversely affected.
As we further expand our operations into international markets, we will be subject to additional laws and regulations in other
jurisdictions where our hotels, guests, employees and other participants are located. The laws, rules and regulations of those jurisdictions
may be more comprehensive and detailed, and may impose requirements and penalties which are more stringent than, or even conflict
with, those in China. In addition, these laws, rules and regulations may restrict the transfer of data across jurisdictions, which could
impose additional and substantial operational, administrative and compliance burdens on us, and may also restrict our business activities
and expansion plans. For example, according to the Data Security Law, no organization or individual within the territory of the PRC may
provide foreign judicial or law enforcement authorities with the data stored within the territory of the PRC without the approval of the
competent authorities. Complying with laws and regulations for an increasing number of jurisdictions could require significant resources,
costs and our management attention. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulation
on Information Protection on Networks”.
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After the acquisition of Deutsche Hospitality, the European Union has become an important region for our data protection
compliance. European data protection laws, in particular 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 (GDPR)
(complemented by EU Member States Law on data protection such as the German Federal Data Protection Act), include strict rules on
the processing of personal data, including the transfer of data from the European Union to China. Under the GDPR, any personal data
may be used only if there is a legal justification (which could be a consent or an express statutory justification set out in the GDPR or
other applicable EU laws), and the use must be restricted to legitimate purposes. Deutsche Hospitality has taken various technical and
organizational measures, which are regularly reviewed and updated, to stay compliant, including appointment of a data protection officer
and a special data protection working group, regulation of data processes, risk management assessment, preparation of relevant
documentation and training. We also put high emphasis on proper dealing with data subject rights requests, i.e. the requests of customers,
employees and other natural persons regarding our use of their data. We, including Deutsche Hospitality, take GDPR requirements and,
in particular, data subject rights requests very seriously. However, we cannot guarantee that we are fully compliant in this complex area
where many items are still unclear. This includes, in particular, international data transfers which have become even more complex and
unclear under the Judgment of the European Court of Justice of 16 July 2020 (C-311/18 Data Protection Commissioner v Facebook
Ireland Limited and Maximillian Schrems). Theoretically, fines for a violation of the GDPR can amount up to 4% of the global turnover
of the whole group.
While we take various measures to comply with all applicable data privacy and protection laws and regulations, there is no
guarantee that our current security measures and those of our third-party service providers may always be adequate for the protection of
our customer, employee or company data; and like all companies, we have experienced data incidents from time to time. In addition,
given the size of our customer base and the types and volume of personal data on our system, we may be a particularly attractive target.
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. For instance, in August 2018, online reports alleged that we had
become the subject of potential information leak and a proposed class action complaint was filed against us and our management, which
was voluntarily dismissed by the plaintiffs in February 2019. For more information, please see “Item 4. Information on the Company –
4.B. Business Overview – Legal and Administrative Proceedings.” We may face similar litigations in the future. Any of such proceedings
may harm our reputation and adversely affect our business and results of operations. Besides proceedings, we may be subject to negative
publicity about our security and privacy policies, systems, or measurements from time to time.
The laws and regulations applicable to security and privacy are becoming increasingly important globally. Complying with any
additional or new regulatory requirements on a jurisdiction-by-jurisdiction basis would impose significant burdens and costs on our
operations. Any failure to prevent or mitigate security breaches, cyber-attacks or other unauthorized access to our systems or disclosure
of our customers’ data, including their personal information, could result in loss or misuse of such data, interruptions to our service
system, diminished customer experience, loss of customer confidence and trust, impairment of our technology infrastructure, and harm
our reputation and business, resulting in significant legal and financial exposure and potential lawsuits.
If the value of our brand or image diminishes, it could have a material and adverse effect on our business and results of operations.
We offer multiple hotel products that are designed to target distinct segments of customers. Our continued success in maintaining
and enhancing our brands and image depends, to a large extent, on our ability to satisfy customer needs by further developing and
maintaining our innovative and distinctive products and maintaining consistent quality of services across our hotel group, as well as our
ability to respond to competitive pressures. If we 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 public image or reputation were to be diminished by
the operations of any of our hotels, whether due to unsatisfactory service, accidents or otherwise. If the value of our products or image is
diminished or if our products do not continue to be attractive to customers, our business and results of operations may be materially and
adversely affected.
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Failure to protect our tradenames and trademarks as well as other intellectual property rights could have a negative impact on our
brands and adversely affect our business.
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 products. The unauthorized reproduction of our trademarks could diminish the value of our
brands and their market acceptance, competitive advantages or goodwill. In addition, we consider our proprietary information systems
and operational system to be key components of our competitive advantage and our growth strategy. As of December 31, 2021, we had
received copyright registration certificates for 140 software programs developed by us. However, none of our other proprietary
information systems have been patented, copyrighted or otherwise registered as our intellectual property.
Monitoring and preventing the unauthorized use of our intellectual property is difficult. 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 other jurisdictions is evolving and could involve
substantial risks to us. In particular, the laws and enforcement procedures in the PRC are uncertain and do not protect intellectual
property rights to the same extent as do the laws and enforcement procedures in the United States and other developed countries. 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.
We may also be subject to claims for infringement, invalidity, or indemnification relating to third parties’ intellectual property rights.
Regardless of their merits, 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.
If we are not able to retain, hire and train qualified managerial and other employees, our business may be materially and adversely
affected.
Our managerial and other employees manage our hotels and interact with our customers on a daily basis. They are critical to
maintaining the quality and consistency of our services as well as our established brands and reputation. In general, employee turnover,
especially in lower-level positions, is relatively high in the lodging industry. As a result, it is important for us to retain as well as attract
qualified managerial and other employees who are experienced in lodging or other consumer-service industries. There is a limited supply
of such qualified individuals in cities where we have operations and other cities into which we intend to expand. In addition, we need to
hire qualified managerial and other employees on a timely basis to keep pace with our rapid growth while maintaining consistent quality
of services across our hotels in various geographic locations. We must also provide training to our managerial and other employees so
that they have up-to-date knowledge of various aspects of our hotel operations and can meet our demand for high-quality services. If we
fail to do so, the quality of our services may decrease, which in turn, may have a material and adverse effect on our business.
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Our current employment practices may be adversely impacted under the applicable labor laws.
The PRC National People’s Congress promulgated the Labor Contract Law of the PRC (the “Labor Contract Law”) in 2007, which
took effect in 2008, and amended it on December 28, 2012. The Labor Contract Law imposes requirements concerning, among others,
the execution of written contracts between employers and employees, the time limits for probationary periods, and the length of fixed-
term employment contracts. Because the PRC governmental authorities have introduced various new labor-related regulations since the
effectiveness of the labor contract law, and the interpretation and implementation of these regulations are still evolving, our employment
practices could violate the Labor Contract Law and related regulations and could be subject to related penalties, fines or legal fees. 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. In addition, a significant number of our employees are dispatched
from third-party human resources companies, which are responsible for managing, among others, payrolls, social insurance contributions
and local residency permits of these employees. According to a new regulation on labor dispatch, which was promulgated in January
2014 to implement the provisions of the labor contract law, a company is permitted to use dispatched employees for only up to 10% of its
labor force after February 29, 2016. To comply with the labor dispatch regulation, we have reduced the percentage of dispatched
employees since January 2014 by using service outsourcing arrangement. Under the service outsourcing arrangement, we have entered
into service outsourcing agreements with a service outsourcing firm and relevant employees are deemed as employees of this service
outsourcing firm. However, since the current labor dispatch regulation does not clearly define the distinction of labor dispatch and
service outsourcing, our service outsourcing arrangement may be considered as labor dispatch by the relevant PRC government.
In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision with
our employees in the employment contracts or confidentiality agreements, we have to compensate our employees on a monthly basis
during the term of the restriction period after the termination or ending of the employment contract, which may cause extra expenses to
us.
In Germany, our business is subject to various labor-related statutory regulations. For example, there are restrictions regarding the
assignment and use of temporary agency workers under the German Temporary Agency Work Act (Arbeitnehmer✔berlassungsgesetz)
which was substantially amended with effect from April 1, 2017. The interpretation of the amended regulations is still evolving. It is
possible that we may be responsible for non-compliant assignments of temporary-agency workers, even if the root cause of the non-
compliance lies with the temporary-work agency engaged by us. We could therefore be subject to related fines or temporary-agency
workers could be deemed to be our employees by fiction. If we are subject to severe fines 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.
In addition, our employment practices in other jurisdictions are also subject to changes in applicable labor law. If we are found to
have violated any other applicable labor law requirements, we may be subject to fines or other penalties, which could in turn negatively
affect our reputation and results of operations, and disputes with our employees could interrupt our business operations.
Failure to retain our management team could harm our business.
We place substantial reliance on the experience and the institutional knowledge of members of our current management team. Mr. Qi
Ji, our founder and chairman of the board, Mr. Hui Jin, our chief executive officer, Ms. Xinxin Liu, our president, Ms. Hui Chen, our
chief financial officer, and other members of the management team are particularly important to our future success due to their
substantial experiences in lodging and other consumer-service industries. Finding suitable replacements for Mr. Qi Ji, Mr. Hui Jin, Ms.
Xinxin Liu, Ms. Hui Chen and other members of our management team could be difficult, and competition for such personnel of similar
experience is intense. The loss of the services of one or more members of our management team due to their departures or otherwise
could hinder our ability to effectively manage our business and implement our growth strategies.
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We are subject to various laws and regulations, including franchise, hotel industry, construction, hygiene, health and safety
environmental and advertising laws and regulations that may subject us to liability.
Our business is subject to various compliance and operational requirements under PRC laws. For example, we are required to
complete the filing and submit annual reports with, the PRC Ministry of Commerce, or the MOC, to engage in the hotel franchising
business. In addition, each of our hotels in China is required to obtain a special industry license from the local public security authority
and complete fire prevention safety inspection/commitment with the local fire and rescue department, to have hotel operations included
in the business scope of its business license, to obtain hygiene permits, and to comply with license requirements and laws and regulations
with respect to construction permit, zoning, fire prevention, public area hygiene, food safety, public safety and environmental protection.
We are also subject to advertising and other laws and regulations. See “Item 4. Information on the Company — B. Business Overview —
Regulation — Regulations on Hotel Operation.” If we fail to comply with any applicable construction, hygiene, health and safety,
environmental and advertising laws and regulations related to our business, we may be subject to potentially significant monetary
damages and fines or the suspension of our operations or development activities. Furthermore, new regulations could also require us to
retrofit or modify our hotels or incur other significant expenses.
New zoning plans or regulations applicable to a specific location may cause us to relocate our hotel(s) in that location, or require
additional approvals and licenses that may not be granted to us promptly or at all, which may adversely affect our operating results. Any
failure by us to control the use of, or to adequately restrict the discharge of, hazardous substances in our development activities, or to
otherwise operate in compliance with environmental laws could also subject us to potentially significant monetary damages and fines or
the suspension of our hotel development activities or hotel operations, which could materially adversely affect our financial condition
and results of operations. Some of our hotels are not in full compliance with all of the applicable requirements. Such failure to comply
with applicable construction permit, environmental, health and safety laws and regulations related to our business and hotel operation
may subject us to potentially significant monetary damages and fines or the suspension of operations and development activities of our
company or related hotels. We could be subject to any challenges or other actions with respect to such noncompliance.
Owners of our manachised and franchised hotels are subject to these same permit and safety requirements. Although our franchise
agreements require these owners to obtain and maintain all required permits or licenses, we have limited control over these owners. Any
failure to obtain and maintain the required permits or licenses by any operator of a manachised or franchised hotel may require us to
delay opening of the manachised or franchised hotel or to forgo or terminate our franchise agreement, which could harm our brand, result
in lost revenues and subject us to potential indirect liability.
Our businesses in Europe and other jurisdictions are subject to similar requirements and the business activities have to comply with
various compliance and operational requirements, including inter alia regulations for customer and data protection, as well as regulations
with respect to health, safety and fire protection and hygiene requirements. Compliance with these regulations and adaptions to new
regulations could potentially disturb our business and lead to additional expenses.
We could suffer impairment losses for our intangible assets.
We had net intangible assets of RMB5,945 million and RMB5,385 million (US$845 million) as of December 31, 2020 and 2021,
respectively. Our intangible assets consist primarily of brand names, master brand agreements, non-compete agreements, franchise or
manachise agreements and our purchased software.
Brand names and master brand agreements are considered to have indefinite lives. We test indefinite life intangible assets at least
annually for impairment, and more frequently if events or changes in circumstances indicate that they might be impaired. Our other
intangible assets are considered to be finite life intangible assets. We evaluate finite life intangibles for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If such an adverse event occurs and has
the effect of changing one of the critical assumptions or estimates related to the fair value of our intangible assets, an impairment charge
could result.
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We recorded impairment loss of nil and RMB245 million (US$38 million) for the years ended December 31, 2020 and 2021,
respectively. The extent, magnitude and duration of COVID-19 may change the assumptions and estimates used in the indefinite life
intangible assets valuation, which could result in future impairment charges. There can be no assurance that future reviews of intangible
assets will not result in significant impairment charges. Although it does not affect cash flow, an impairment charge will have the effect
of decreasing our earnings, assets and shareholders’ equity.
We may suffer impairment losses for our goodwill.
We have acquired businesses from time to time, which have resulted in the recognition of goodwill on our financial statements. We
had goodwill of RMB4,988 million and RMB5,132 million (US$805 million) as of December 31, 2020 and 2021, respectively. Goodwill
is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Factors that
could lead to impairment of goodwill include significant adverse changes in the business climate, unanticipated changes in the
competitive environment, adverse legal or regulatory actions or developments, changes in clients’ perception and the reputation of our
brands, changes in interest rates, unfavorable changes in our stock price and market capitalization, and deterioration in our financial
condition.
Due to the negative impact of COVID-19, we incurred goodwill impairment loss of RMB437 million in 2020, which was related to
legacy DH. We did not recognize any goodwill impairment in 2019 and 2021. However, as the extent, magnitude and duration of
COVID-19 is still uncertain, we may need to change our assumption, which could result in future impairment charges.
Our financial and operating performance may be adversely affected by epidemics, adverse weather conditions, natural disasters
and other catastrophes.
Our financial and operating performance may be adversely affected by epidemics, adverse weather conditions, natural disasters and
other catastrophes, particularly in locations where we operate a large number of hotels.
Our business could be materially and adversely affected by the outbreak of swine influenza, avian influenza, severe acute respiratory
syndrome, COVID-19 or other epidemics. Since COVID-19 was reported in China in December 2019, the whole world has suffered from
the impact of COVID-19. Any prolonged recurrence of such contagious disease or other adverse public health developments in China,
Europe and other countries and regions may have a material and adverse effect on our operations. For example, if any of our employees
or customers are suspected of having contracted any contagious disease while he or she has worked or stayed in our hotels, we may
under certain circumstances be required to quarantine our employees that are affected and the affected areas of our premises. Any
contraction by our employees or customers could also affect the safety reputation of the relevant hotels, which in turn could undermine
customers’ willingness to stay in such hotels.
In recent years, there have also been reports on the occurrences of avian influenza in various parts of China, Europe and other
countries and regions that we operate, including hundreds of confirmed human deaths. Any prolonged recurrence of such contagious
disease or other adverse public health developments in China, Europe and other countries and regions that we operate may have a
material and adverse effect on our operations. For example, if any of our employees or customers is suspected of having contracted any
contagious disease while he or she has worked or stayed in our hotels, we may under certain circumstances be required to quarantine our
employees that are affected and the affected areas of our premises.
Losses caused by epidemics, adverse weather conditions, natural disasters and other catastrophes, including earthquakes or
typhoons, are either uninsurable or too expensive to justify insuring against in China, Europe and other countries and regions that we
operate. 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 revenues from the hotel. In that event, we might nevertheless remain obligated for
any financial commitments related to the hotel.
Similarly, war (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened
travel security measures instituted in response, travel-related accidents, as well as geopolitical uncertainty and international conflict, will
affect travel and may in turn have a material adverse effect on our business and results of operations. 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 and materially affected and our reputation may be harmed.
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Our limited insurance coverage may expose us to losses, which may have a material adverse effect on our reputation, business,
financial condition and results of operations.
We carry all mandatory and certain optional commercial insurance, including property, business interruption, construction, third-
party liability, public liability, product’s liability and employer’s liability insurance for our leased and owned hotel operations. We also
require our lessors, franchisees and contractors to purchase customary insurance policies. Although we require our franchisees to obtain
the requisite insurance coverage through our franchisees management, we cannot guarantee that our franchisees will adhere to such
requirements. In particular, 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. Furthermore, if we are held liable for amounts and claims exceeding the limits of our insurance coverage or outside
the scope of our insurance coverage, our reputation, business, financial condition and results of operations may be materially and
adversely affected.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our
financial results or prevent fraud.
We are subject to reporting obligations under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as
required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, adopted rules requiring every public company to
include in its annual report a management report on such company’s internal control over financial reporting containing management’s
assessment of the effectiveness of its internal control over financial reporting. In addition, an independent registered public accounting
firm must attest to and report on the effectiveness of such company’s internal control over financial reporting except where the company
is a non-accelerated filer. We currently are a large accelerated filer.
In connection with the preparation of this annual report, we carried out an evaluation of the effectiveness of our internal control over
financial reporting. Based on this assessment and evaluation, our management has concluded that our internal control over financial
reporting was effective as of December 31, 2021. Our independent registered public accounting firm has issued an attestation report as of
December 31, 2021. See “Item 15. Controls and Procedures—Attestation Report of the Registered Public Accounting Firm.” However, if
we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public
accounting firm may not be able to conclude that we have effective internal control over financial reporting. This could in turn result in
the loss of investor confidence in the reliability of our financial statements and negatively impact the trading prices of our ADSs and/or
ordinary shares. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and
other resources in an effort to continue to comply with Section 404 and other requirements of the Sarbanes-Oxley Act.
We, our directors, management and employees may be subject to certain risks related to legal proceedings filed by or against us,
and adverse results may harm our business.
We cannot predict with certainty the cost of defense, the cost of prosecution or the ultimate outcome of litigation and other
proceedings filed by or against us, our directors, management or employees, including remedies or damage awards, and adverse results in
such litigation and other proceedings may harm our business or reputation. Such litigation and other proceedings may include, but are not
limited to, actions relating to intellectual property, commercial arrangements, leased properties, share transfer, employment, non-
competition and labor law, fiduciary duties, personal injury, death, 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. For example, as of December 31,
2021, we had some pending legal, administrative and arbitration proceedings, including real estate lease terminations and disputes and
management agreement disputes. Moreover, in the case of intellectual property litigation and proceedings, adverse outcomes could
include the cancellation, invalidation or other loss of material intellectual property rights used in our business and injunctions prohibiting
our use of business processes or technology that is subject to third- party patents or other third-party intellectual property rights.
We generally are not liable for the willful actions of our franchisees and property owners; however, there is no assurance that we
would be insulated from liability in all cases.
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Risks Related to Doing Business in China
We are subject to many of the economic and political risks associated with emerging markets due to our operations in China.
Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall
economic growth of China, which could adversely affect our business.
With global presence, we conduct a substantial portion of our business and operations in China. As the lodging 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 developments in China. China’s
economy differs from the economies of most developed countries in many respects, including with respect to the amount and degree of
government involvement and influence on the level of development, growth rate, control of foreign exchange and allocation of resources.
While the PRC economy has experienced significant growth in the past four decades, growth has been uneven across different regions
and among various economic sectors of China. The PRC government has implemented various measures to encourage economic
development and guide the allocation of resources. While some of these measures benefit the overall PRC economy, they may also have
a negative effect on us. For example, our results of operations and financial condition may be adversely affected by government control
over capital investments or changes in environmental, health, labor or tax regulations that are applicable to us.
As the PRC economy is increasingly intricately linked to the global economy, it is affected in various respects by downturns and
recessions of major economies around the world, such as the global financial crisis and sovereign debt crisis in Europe. Stimulus
measures designed to help China weather the global financial crisis may contribute to higher inflation, which could adversely affect our
results of operations and financial condition. For example, certain operating costs and expenses, such as employee compensation and
hotel operating expenses, may increase as a result of higher inflation. Measures to control the pace of economic growth may cause a
decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.
In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.
The Chinese government has recently 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 require us to seek permission from Chinese authorities to continue to operate our business, which may adversely affect our
business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated
an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to
be conducted in foreign markets, as well as foreign investment in China-based issuers like us. The PRC government also exercises
significant control over China’s economic growth through its allocation of resources, control of payment of foreign currency-
denominated obligations, monetary policy, and preferential treatment for particular industries or companies. Any such action, once taken
by the Chinese government, could significantly limit or completely hinder our ability to offer or continue to offer ADSs and Shares to
our investors, and could cause the value of our ADSs and Shares to significantly decline or become worthless.
The PRC government also exercises significant control over China’s economic growth through the allocation of resources,
controlling payment of foreign currency-denominated obligations, interest rate changes, setting monetary policy and providing
preferential treatment to particular industries or companies. Certain measures adopted by the PRC government, such as changes of the
People’s Bank of China’s statutory deposit reserve ratio and lending guideline imposed on commercial banks, may restrict loans to
certain industries. The State Administration of Foreign Exchange, or “SAFE”, and the relevant Chinese banks where our operating
subsidiaries or VIEs in China opened bank accounts may adopt restrictions on the cross-border payment obligations and dividends
repatriation made by these subsidiaries or VIEs by way of “window guidance” measures. These actions, as well as future actions and
policies of the PRC government, could materially affect our liquidity and access to capital and our ability to operate our business. In
addition, these measures may also cause decreased economic activity in China, and, since 2012, the Chinese economy has slowed down.
Any prolonged slowdown in the Chinese economy may reduce the demand for our services and materially and adversely affect our
business and results of operations. There have also been concerns about the relationships among China and other Asian countries, the
relationship between China and the United States, as well as the relationship between the United States and certain Asian countries such
as North Korea, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes.
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Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in
China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our
business and operating results, leading to reduction in demand for our services and solutions and adversely affect our competitive
position. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise uncertain
economic outlook in China could have a material adverse effect on business and consumer spending and, as a result, adversely affect our
business, financial condition and results of operations.
Inflation in China may disrupt our business and have an adverse effect on our financial condition and results of operations.
The Chinese economy has experienced rapid expansion together with rising rates of inflation and increasing salaries. Salary
increases could potentially increase discretionary spending on travel, but general inflation may also erode disposable incomes and
consumer spending. Furthermore, certain components of our operating costs, including personnel, food, laundry, consumables and
property development and renovation costs, may increase as a result of an increase in the cost of materials and labor resulting from
general inflation. However, we cannot guarantee that we can pass increased costs to customers through room rate increases. This could
adversely impact our business, financial condition and results of operations.
Uncertainties with respect to the Chinese legal system could limit the legal protections available to us and our investors and have a
material adverse effect on our business and results of operations.
Most of our operations are conducted in the PRC through our PRC subsidiaries, and are governed by PRC laws, rules and
regulations. We also have operations through the VIEs, which contribute an insignificant portion of our total revenues and their impact to
our consolidated financial statements are immaterial. The PRC legal system is a civil law system based on written statutes. Unlike in
common law systems, prior court decisions may be cited for reference but have limited precedential value.
Furthermore, 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. As a result, we may not be aware of our potential violation of these policies and rules. In addition, any
administrative and court proceedings in China may be protracted and result in substantial costs and diversion of resources and
management attention.
PRC government has significant oversight over the conduct of our business and it has recently indicated an intent to exert more
oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
Additionally, the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption
of local regulations by national laws may have an adverse effect on our operations. On July 6, 2021, the General Office of the Central
Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely
Cracking Down on Illegal Securities Activities in accordance with the law, or the Opinions. The Opinions emphasized the need to
strengthen the administration over illegal securities activities, and to strengthen the supervision over overseas listings of Chinese
companies. Measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and
incidents, such as data security and privacy protection, of China-based overseas listed companies. As there are uncertainties regarding the
interpretation and implementation of such regulatory guidance, we cannot assure you that we will be able to comply with new regulatory
requirements relating to our future overseas capital raising activities and we may be subject to more stringent requirements with respect
to data privacy, cross-border investigations and legal claim enforcements. Uncertainties in the effect of future regulatory developments in
China could limit the legal protections available to us and other foreign investors, including you. In addition, any litigation in China may
be protracted and result in substantial costs and diversion of our resources and management attention.
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PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China for
the past decades. 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 decisions and their nonbinding nature, the interpretation and enforcement of these laws and
regulations involve uncertainties. Furthermore, 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, which may have a retroactive effect. As a result, we may not be aware of our violation
of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be
protracted, resulting in substantial costs and diversion of resources and management attention.
Recent regulatory developments in China may subject us to additional regulatory review and disclosure requirements, expose us to
government interference, or otherwise restrict or completely hinder our ability to offer securities and raise capital outside China,
which could adversely affect our business operations and cause the value of our securities to significantly decline or become
worthless.
As our primary business is conducted in China, we are exposed to legal and other risks associated with our operations in China. The
PRC government has significant authority to exert influence on the ability of a company with operations in China, including us, to
conduct its business, and may exert substantial intervention and influence over the manner our operations. Any actions by the PRC
government to exert more oversight and control over offerings that are conducted overseas or foreign investment in companies having
operations in China, including us, could significantly limit or completely hinder our ability to offer or continue to offer securities to
investors, and cause the value of our securities to significantly decline or become worthless. Recently, the PRC government initiated a
series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down
on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures
to extend the scope of cybersecurity reviews, adopting new laws and regulations related to data security, and expanding the efforts in
anti-monopoly enforcement. While we do not believe that these regulatory changes would have any material impact on us, we cannot
guarantee that the authorities will agree with us or will not promulgate new regulations that restrict our business operations or access to
capital.
On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State
Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities. These opinions emphasized the
need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.
These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the
risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. These
opinions and any related implementation rules to be enacted may subject us to additional compliance requirement in the future. As these
opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time.
Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future
implementation rules on a timely basis, or at all.
Cybersecurity and data privacy and security issues are legislative and regulatory focus in China. On July 30, 2021, the State Council
of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, which took effect on
September 1, 2021. This regulation requires, among others, certain competent authorities to identify critical information infrastructures.
If any critical information infrastructure is identified, the relevant authorities shall promptly notify the relevant operator and the Ministry
of Public Security. The CAC and a number of other departments under the State Council promulgated the Measures for Cybersecurity
Review on December 28, 2021, which became effective on February 15, 2022. According to this regulation, critical information
infrastructure operators purchasing network products and services and network platform operators carrying out data processing activities,
which affect or may affect national security, are required to conduct cybersecurity review. We cannot rule out the possibility that the
competent PRC government authorities will not initiate cybersecurity reviews on us in the future. Since the effective date of the
Measures for Cybersecurity Review till the date of this annual report, we have not been involved in any investigations on cybersecurity
review made by the CAC, and we have not received any inquiry, notice, warning, or sanctions in such respect. However, as these are new
regulations that are evolving, there remains uncertainties as to how they will be interpreted or implemented in the context of an overseas
offering.
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We may be subject to PRC laws relating to the collection, use, sharing, retention security, and transfer of confidential and private
information, such as personal information and other data. For example, on September 1, 2021, the PRC Data Security Law became
effective, which imposes data security and privacy obligations on entities and individuals conducting data-related activities, and
introduces a data classification and hierarchical protection system based on the importance of data in economic and social development,
as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or
organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. In addition, the Standing Committee of
PRC National People’s Congress promulgated the Personal Information Protection Law (the “PIPL”) on August 20, 2021, which took
effect on November 1, 2021. The PIPL further emphasizes processors’ obligations and responsibilities for personal information
protection and sets out the basic rules for processing personal information and the rules for cross-border transfer of personal information.
On November 14, 2021, the Cyberspace Administration of China released the draft Administrative Regulation on Network Data Security
for public comments through December 13, 2021 (the “Draft Administrative Regulation”). Under the Draft Administrative Regulation,
foreign-listed data processors shall carry out annual data security evaluation and submit the evaluation report to the municipal cyberspace
administration authority. We have implemented comprehensive cybersecurity and data protection policies, procedures and measures to
safeguard personal information rights and ensure secured storage and transmission of data and prevent unauthorized access or use of
data. Since the effective date of the PIPL till the date of this annual report, we have not been involved in any investigations on data
security or privacy compliance issues in connection with the PRC Data Security Law or the PIPL, and we have not received any inquiry,
notice, warning, or sanctions in such respect. However, we cannot guarantee that the regulators will agree with us or will not in the future
adopt new regulations that restrict our business operations.
On December 24, 2021, the CSRC published consultation drafts on the State Council Regulations on the Overseas Issuance and
Listing of Securities by Domestic Enterprises and the Filing Management Rules on the Overseas Issuance and Listing of Securities by
Domestic Enterprises. These regulations apply to various types of overseas equity offerings and listings, including secondary or dual
primary listings, listing through special purchase acquisition companies, issuance of equity incentive awards, issuance of equity
securities or securities convertible into or exchangeable for equity securities. Issuers conducting these transactions will need to make
filings with the CSRC. According to the China Securities Regulatory Commission’s answer to reporters’ questions on the two drafts on
December 24, 2021, the regulations will adhere to the principle of non-retroactivity of laws, and will go through the filing procedures as
required for companies planning to go public and overseas listed companies that have refinancing activities; The filing of listed
companies will be arranged separately, and a sufficient transition period will be given. Since these are drafts, it is unclear the extent the
CSRC will conduct review of our future overseas equity offerings or listings. Separately, one of the preconditions for the CSRC filings is
for the issuers complete the cybersecurity review by the CAC to the extent applicable. In addition, these new regulations and their future
developments could potentially complicate our future equity offerings and require us to incur significant compliance costs.
On October 23, 2021, the Standing Committee of the National People’s Congress published the Amended Draft of the PRC Anti-
Monopoly Law (the “Draft Amendment”). If the Draft Amendment is enacted as it is, the legal consequences of the corresponding
monopolistic acts would be harsher. However, we don’t know if the Draft Amendment would be enacted as it is, or there would be
further revisions to the Draft Amendment, or when it would be enacted, with or without further revisions. Any failure or perceived
failure by us to comply with the anti-monopoly laws and regulations may result in governmental investigations or enforcement actions,
litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations.
Since these statements and regulatory actions are new, and some regulations are still at the stage of consultation for comments, it is
highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or
regulations or detailed implementations and interpretations will be modified or promulgated, if any, or the potential impact such modified
or new laws and regulations will have on our daily business operation, our ability to accept foreign investments and listing on a U.S. or
other foreign exchanges. PRC laws and their interpretations and enforcement continue to develop and are subject to change, and the PRC
government may adopt other rules and restrictions in the future.
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Rapid urbanization and changes in zoning and urban planning in China may cause our leased and owned hotels to be
demolished, removed or otherwise affected and our franchise agreements to terminate.
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 from time to time. When there is a change in zoning requirements or other governmental
mandates with respect to the areas where our hotels are located, the affected hotels may need to be demolished or removed. We have
experienced such demolition and relocation in the past and we may encounter additional demolition and relocation cases in the future.
For example, in 2021, we were obligated to demolish four leased hotels due to local government zoning requirements. In addition, as of
December 31, 2021, we were notified by local government authorities that we may have to demolish four additional leased hotels due to
local zoning requirements. Our franchise agreements typically provide that if the manachised or franchised hotels are demolished, the
franchise agreements will terminate. In 2021, eight manachised hotels were demolished due to local government zoning requirements.
Similar demolitions, termination of franchise agreements or interruptions of our hotel operations due to zoning or other local regulations
could occur in the future. Any such further demolition and relocation could cause us to lose primary locations for our hotels and we may
not be able to achieve comparable operation results following the relocations. While we may be reimbursed for such demolition and
relocation, we cannot assure you that 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 could be adversely affected.
Governmental control of currency conversion may limit our ability to pay dividends in foreign currencies to our shareholders and
therefore adversely affect the value of your investment.
We are a company incorporated in the Cayman Islands. Our ability to pay dividends depends upon, among other things, our PRC
subsidiaries’ and ability to obtain and remit sufficient foreign currency. Our PRC subsidiaries must present certain documents to SAFE,
its authorized branch, or the designated foreign exchange bank, before they can obtain and remit foreign currencies out of the PRC,
including evidence that the relevant PRC taxes have been paid. If our PRC subsidiaries, for any reason, fail to satisfy any of the PRC
legal requirements for remitting foreign currency, our ability to pay dividends would be adversely affected.
The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of
currency out of China. See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign
Currency Exchange” for discussions of the principal regulations and rules governing foreign currency exchange in China. We receive a
substantial portion of our revenues in RMB. For most capital account items, approval from appropriate government authorities is
required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of
bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency
to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our
ADSs and ordinary shares, which would adversely affect the value of your investment.
Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.
The value of the Renminbi against the U.S. dollar, Euro, Hong Kong dollar and other currencies is affected by, among other things,
changes in China’s political and economic conditions and China’s foreign exchange policies.
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A significant portion of our revenues, expenses and financial assets are denominated in the Renminbi. Our reporting currency is
Renminbi. The functional currencies of the entities within Deutsche Hospitality include Euro and other currencies such as Swiss Franc.
Our exposure to foreign exchange risk primarily relates to cash and cash equivalents and loans denominated in U.S. dollars and Euro,
and our investment in equity securities of Accor denominated in Euro. We rely substantially on dividends paid to us by our operating
subsidiaries in China and Europe. Any significant depreciation of the Renminbi or Euro against the U.S. dollar may have a material
adverse effect on our revenues, and the value of, and any dividends payable on, our ADSs and ordinary shares, when translated into U.S.
dollars. If we decide to convert our Renminbi or Euro into U.S. dollars for the purpose of making payments for dividends on our ordinary
shares or for other business purposes, depreciation of the Renminbi or Euro against the U.S. dollar or Hong Kong dollar would reduce
the U.S. dollar or Hong Kong dollar amount available to us. On the other hand, to the extent that we need to convert U.S. dollars or Hong
Kong dollar into Renminbi or Euro for our operations, appreciation of the Renminbi or Euro against the U.S. dollar or Hong Kong dollar
would have an adverse effect on the Renminbi amount we receive from the conversion. See “Item 11. Quantitative and Qualitative
Disclosures about Market Risk — Foreign Exchange Risk” for discussions of our exposure to foreign currency risks. In summary,
fluctuation in the value of the Renminbi in either direction could have a material adverse effect on the value of our company and the
value of your investment.
In addition, because we also have operations in Europe (namely, Deutsche Hospitality) with the functional currencies of Euro and
other currencies such as Swiss Franc, when the Renminbi appreciates (or depreciates) against these other functional currencies, such as
Euro and Swiss Franc, our revenues from these operations could decrease (or increase) when translated into Renminbi. In general,
fluctuation in the value of the Renminbi in either direction could result in the fluctuation in the value of our Company and the value of
your investment.
PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC
resident shareholders to personal liability and limit our ability to inject capital into our PRC subsidiaries, limit our PRC
subsidiaries’ ability to distribute profits to us, or otherwise adversely affect us.
On July 4, 2014, SAFE issued the Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign
Exchange Administration of the Overseas Investment and Financing and Round-trip Investments by Domestic Residents through Special
Purpose Vehicles, or Circular 37, which replaced the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic
Residents’ Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles issued by SAFE in October 2005,
or Circular 75. Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to
register with the local SAFE branch before making contribution to a company set up or controlled by the PRC residents outside of the
PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or interests, referred to in
this circular as a “special purpose vehicle.” In addition, such PRC residents or entities must update their SAFE registrations when the
offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC
citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers
or spin-offs. In February 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign
Exchange Management Policies on Direct Investment, which took effect on June 1, 2015. This notice has amended SAFE Circular 37,
requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their
establishment or control of an offshore entity established for the purpose of overseas investment or financing, where banks are required
to review and carry out foreign exchange registration for offshore direct investments, and SAFE and its branches supervise foreign
exchange registration for direct investments indirectly through the banks. See “Item 4. Information on the Company — B. Business
Overview — Regulation — Regulations on Offshore Financing” for discussions of the registration requirements and the relevant
penalties.
We attempt to comply, and attempt to ensure that our shareholders and beneficial owners of our shares who are subject to these rules
comply, with the relevant requirements. We cannot provide any assurance that our shareholders and beneficial owners of our shares who
are PRC residents have complied or will comply with the requirements imposed by Circular 37 or other related rules. Any failure by any
of our shareholders and beneficial owners of our shares who are PRC residents to comply with relevant requirements under this
regulation could subject such shareholders, beneficial owners and us to fines or sanctions imposed by the PRC government, including
limitations on our relevant subsidiary’s ability to pay dividends or make distributions to us and our ability to increase our investment in
China, or other penalties that may adversely affect our operations.
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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 conduct our business.
We are a holding company, and we rely principally on dividends from our subsidiaries in China for our cash requirements, including
any debt we may incur. Current PRC laws and regulations permit our subsidiaries to pay dividends to us only out of their accumulated
profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is
required to set aside a certain percentage of its after-tax earnings each year, if any, to fund certain statutory reserves. These reserves are
not distributable as cash dividends. As of December 31, 2021, a total of RMB826 million (US$130 million) was not distributable in the
form of dividends to us due to these PRC regulations. In addition, due to restrictions on the distribution of share capital from our PRC
subsidiaries, the PRC subsidiaries’ share capital of RMB2,852 million as of December 31, 2021 is considered restricted. Furthermore, if
our subsidiaries in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay
dividends or make other payments to us. The inability of our subsidiaries to distribute dividends or other payments to us could materially
and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends, or
otherwise fund and conduct our business.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using
the proceeds from offerings of the ADSs, ordinary shares or other securities to make loans or additional capital contributions to
our PRC operating subsidiaries and VIEs.
As an offshore holding company, our ability to make loans or additional capital contributions to our PRC operating subsidiaries and
VIEs is subject to PRC regulations and approvals. These regulations and approvals may delay or prevent us from using the proceeds we
received in the past or will receive in the future from the offerings of ADSs, ordinary shares or other securities to make loans or
additional capital contributions to our PRC operating subsidiaries and VIEs, and impair our ability to fund and expand our business
which may adversely affect our business, financial condition and result of operations. 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
Under the Capital Accounts, or Circular 16, on June 9, 2016. Under Circular 16, registered capital of a foreign-invested company settled
in RMB converted from foreign currencies shall be subject to certain limitations prescribed under Circular 16. In addition, foreign-
invested companies may not change how they use such capital without SAFE’s approval, and may not in any case use such capital to
repay RMB loans if they have not used the proceeds of such loans.
Furthermore, any offshore funds that we use to finance our PRC entities, including the net proceeds from the offering of the ADSs,
ordinary shares or other securities, are subject to the foreign investment regulations and foreign exchange regulations in the PRC. We
may make loans to our PRC entities, but they are subject to approval by or registration with relevant governmental authorities in the
PRC. Furthermore, the application of the proceeds under the ADSs, ordinary shares or other securities is subject to the foreign exchange
regulations in the PRC. We may also decide to finance our entities 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
operating subsidiaries and VIEs is no longer subject to the approval of the PRC Ministry of Commerce or its local branches. Instead, if
we finance our PRC subsidiaries by means of additional capital contributions, these capital contributions must be filed and registered
with relevant government authorities, including the Ministry of Commerce, or MOFCOM, or its local counterparts, the State
Administration for Market Regulation, or SAMR, through the Enterprise Registration System and the National Enterprise Credit
Information Publicity System, and SAFE. 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
proceeds of the ADSs, ordinary shares or other securities and to capitalize our operations in PRC may be negatively affected, which
could adversely affect our liquidity and our ability to fund and expand our business.
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We may be subject to fines and legal sanctions imposed by SAFE or other Chinese government authorities and our ability to
further grant shares or share options to, and to adopt additional share incentive plans for, our directors and employees may be
restricted if we or the participants of our share incentive plans fail to comply with PRC regulations relating to employee shares or
share options granted by offshore special purpose companies or offshore listed companies to PRC participants.
In February 2012, the SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Individuals
Participating in the Stock Incentive Plan of An Overseas Listed Company, or Circular 7, which requires PRC individual participants of
stock incentive plans to register with the SAFE and to comply with a series of other requirements. See “Item 4. Information on the
Company — B. Business Overview — Regulation — Regulations on Foreign Currency Exchange.” We are an offshore listed company
and as a result we and the participants of our share incentive plans who are PRC citizens or non-PRC citizens residing in China
successively for at least one year, or, collectively, the PRC participants, are subject to Circular 7. While we completed the foreign
exchange registration procedures and complied with other requirements according to Circular 7 in June 2012 and April 2019,
respectively, we cannot provide any assurance that we or the PRC participants of our share incentive plans have complied or will comply
with the requirements imposed by Circular 7. If we or the PRC participants of our share incentive plans fail to comply with Circular 7,
we or the PRC participants of our share incentive plans may be subject to fines or other legal sanctions imposed by SAFE or other PRC
government authorities 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 business operations.
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, if we are not treated as a PRC resident enterprise, dividends
paid to us by our PRC subsidiaries will be subject to PRC withholding tax; if we are treated as a PRC resident enterprise, we may
be subject to 25% PRC income tax on our worldwide income, and holders of our ADSs or ordinary shares that are non-PRC
resident investors may be subject to PRC withholding tax on dividends on and gains realized on their transfer of our ADSs or
ordinary shares.
On March 16, 2007, the PRC National People’s Congress passed the Enterprise Income Tax Law, and the PRC State Council
subsequently issued the Implementation Regulations of the Enterprise Income Tax Law (the “Implementation Regulations”). The
Enterprise Income Tax Law (last amended on December 29, 2018) and its Implementation Regulations (amended on April 23, 2019),
collectively the “EIT Law”, provides that enterprises established outside of China whose “de facto management bodies” are located in
China are considered resident enterprises and are therefore subject to PRC enterprise income tax at a uniform rate of 25% with respect to
their income sourced from both within and outside of China. The Implementation Regulations define the term “de facto management
body” as a management body that exercises substantial and overall control and management over the production and operations,
personnel, accounting and properties of an enterprise.
On April 22, 2009, the State Taxation Administration, or the “STA” (previously known as State Administration of Taxation, or the
“SAT”) issued the Notice Regarding the Determination of Chinese-Controlled Enterprises Registered Offshore as PRC Tax Resident
Enterprises on the Basis of De Facto Management Bodies, or Circular 82. 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. In addition, the
STA issued Public Announcement [2011] No. 45 in 2011 and Public Announcement [2014] No. 9 in 2014, providing more guidance on
the implementation of Circular 82 and clarifying matters including resident status determination, post-determination administration and
competent tax authorities. However, the above-mentioned tax circulars apply only to offshore enterprises controlled by PRC enterprises,
not those invested in or controlled by PRC individuals, like our company. Currently, there are no further detailed rules or precedents
applicable to us regarding the procedures and specific criteria for determining “de facto management body” for a company like us. It is
still unclear if the PRC tax authorities would determine that we should be classified as a PRC resident enterprise.
Although we have not been notified that we are treated as a PRC resident enterprise, we cannot assure you that we will not be treated
as a resident enterprise under the EIT Law, any aforesaid circulars or any amended regulations in the future. If we are treated as a PRC
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. Furthermore, if we are treated as a PRC resident enterprise, payments of dividend 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 dividend on the ADSs or ordinary 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%.
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In addition, if we are treated as a PRC resident enterprise, any gain realized on the transfer of the ADSs and/or ordinary 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 income tax on
dividends and/or gains may be reduced or exempted under applicable tax treaties between the PRC and the ADS holder’s or ordinary
share holder’s home country. See “Item 10. Additional Information — E. Taxation — PRC Taxation.”
If the U.S. Public Company Accounting Oversight Board is unable to inspect our auditors as required under the Holding Foreign
Companies Accountable Act, the SEC will prohibit the trading of our ADSs. A trading prohibition for our ADSs, or the threat of a
trading prohibition, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to
conduct inspections of our auditors deprives our investors of the benefits of such inspections.
The HFCA Act was enacted into law on December 18, 2020. Under the HFCA Act, if the SEC determines that we have filed audit
reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years
(beginning with those we are to file in 2022), the SEC will prohibit our securities, including our ADSs, from being traded on a U.S.
national securities exchange, including the NYSE, or in the over-the-counter trading market in the U.S. The process for implementing
trading prohibitions pursuant to the HFCA Act will be based on a list of registered public accounting firms that the PCAOB has been
unable to inspect and investigate completely as a result of a position taken by a non-U.S. government, or the Relevant Jurisdiction. The
first such list was included in a release by the PCAOB on December 16, 2021, or the PCAOB December 2021 Release, and our auditor
was included on that list. The SEC will review annual reports filed with it in 2022 to determine if the auditor used for such reports was so
identified by the PCAOB, and such issuers will be designated as “Commission Identified Issuers” on a list to be published by the SEC. If
an issuer is a Commission Identified Issuer for three consecutive years (which will be determined after the third such annual report), the
SEC will issue an order that will implement the trading prohibitions described above.
Unless we are able to retain a PCAOB-registered auditor subject to PCAOB inspection and investigation, we would expect that a
trading prohibition for our ADSs could be issued shortly after the filing of our annual report on Form 20-F for 2023, which would be due
on April 30, 2024. Given that all PCAOB-registered firms in China were included on the list in the PCAOB December 2021 Release, our
ability to retain an auditor subject to PCAOB inspection and investigation will depend on the relevant U.S. and PRC regulators reaching
an agreement to permit these inspections and investigations. The PCAOB entered into a Memorandum of Understanding on
Enforcement Cooperation with the CSRC and the PRC Ministry of Finance, which established a cooperative framework between the
parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB in the PRC or by the
CSRC or the PRC Ministry of Finance in the United States. The PCAOB continues to be in discussions with the CSRC and the PRC
Ministry of Finance to permit joint inspections of the PCAOB-registered audit firms that audit Chinese companies that trade on U.S.
exchanges. However, in the PCAOB December 2021 Release, the PCAOB identified problems in implementing these agreements and a
lack of cooperation. Accordingly, we can offer no assurance that we will be able to retain an auditor that would allow us to avoid a
trading prohibition for our securities under the HFCA Act.
In June 2021, the United States Senate passed a bill that would amend the HFCA Act to accelerate the imposition of trading
prohibitions once an issuer is identified from three years to two years, and a companion bill was introduced in the U.S. House of
Representatives on December 14, 2021. In February, 2022, the U.S. House of Representatives passed the America Competes Act of
2022, which includes the same amendments as the bill passed by the Senate. However, the America Competes Act includes a broader
range of legislation not related to the HFCA Act in response to the U.S. Innovation and Competition Act passed by the Senate in 2021.
The U.S. House of Representatives and U.S. Senate needs to agree on amendments to these respective bills to align the legislation and
pass their amended bills before the President can sign into law. It is unclear when the U.S. Senate and U.S. House of Representatives will
resolve the differences in the U.S. Innovation and Competition Act and the America Competes Act of 2022 bills currently passed. If this
bill amending the HFCA Act is approved by both houses of Congress and signed by the President, our securities could be subject to a
trading prohibition following our filing of our annual report on Form 20-F for 2022, which will be due on May 1, 2023.
If our ADSs are subject to a trading prohibition under the HFCA Act, the price of our ADSs may be adversely affected, and the
threat of such a trading prohibition would also adversely affect their price. If we are unable to be listed on another securities exchange
that provides sufficient liquidity, such a trading prohibition may substantially impair your ability to sell or purchase our ADSs when you
wish to do so. Furthermore, if we are able to maintain a listing or our ordinary shares on the Stock Exchange of Hong Kong or another
non-U.S. exchange, investors owning our ADSs may have to take additional steps to engage in transactions on that exchange, including
converting ADSs into ordinary shares and establishing non-U.S. brokerage accounts.
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The HFCA Act also imposes additional certification and disclosure requirements for Commission Identified Issuers, and these
requirements will apply beginning with annual reports on Form 20-F to be filed in 2023 for Commission Identified Issuers named in the
prior year. Because our auditor was included in the list in the PCAOB December 2021 Release, we expect to have to comply with these
disclosure requirements in our annual report on Form 20-F for 2022 to be filed in 2023. The additional requirements include a
certification that the issuer is not owned or controlled by a governmental entity in the Relevant Jurisdiction, and the additional
requirements for annual reports include disclosure that the issuer’s financials were audited by a firm not subject to PCAOB inspection,
disclosure on governmental entities in the Relevant Jurisdiction’s ownership in and controlling financial interest in the issuer, the names
of Chinese Communist Party, or CCP, members on the board of the issuer or its operating entities, and whether the issuer’s article’s
include a charter of the CCP, including the text of such charter.
In addition to the issues under the HFCA discussed above, the PCAOB’s inability to conduct inspections in China and Hong Kong
prevents it from fully evaluating the audits and quality control procedures of our independent registered public accounting firm. As a
result, we and investors in our ADSs and ordinary shares are deprived of the benefits of such PCAOB inspections. The inability of the
PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered
public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the
PCAOB inspections, which could cause investors and potential investors in our stock to lose confidence in our audit procedures and
reported financial information and the quality of our financial statements.
Proceedings instituted by the SEC against the Big Four PRC-based accounting firms, including our independent registered public
accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the
Exchange Act.
In December 2012, the SEC instituted administrative proceedings against the Big Four PRC-based accounting firms in China,
including our independent PCAOB-registered public accounting firm, alleging that these firms had violated U.S. securities laws and the
SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’ audit work papers with respect to certain other PRC-
based companies that are publicly traded in the United States.
On January 22, 2014, the initial administrative law judge presiding over the matter rendered an initial decision that each of the firms
had violated the SEC’s rules of practice by failing to produce audit papers and other documents to the SEC. The initial decision censured
each of the firms and barred them from practicing before the SEC for a period of six months.
On February 6, 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the
dispute and avoid suspension of their ability to practice before the SEC and to audit US-listed companies. The settlement required the
firms to follow detailed procedures and to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. Under
the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with
prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. While we cannot predict if the SEC
will further challenge the four PRC-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for
audit work papers or if the results of such a challenge would result in the SEC imposing penalties such as suspensions, if the accounting
firms are subject to additional remedial measures, our ability to file our financial statements in compliance with SEC requirements could
be affected. A determination that we have not timely filed financial statements in compliance with SEC requirements could ultimately
lead to our delisting from the Nasdaq, deregistration from the SEC, or both, which would substantially reduce or effectively terminate the
trading of our ADSs in the United States.
In the event that the SEC restarts the administrative proceedings described above, depending upon the final outcome, listed
companies in the United States with major China-based operations may find it difficult or impossible to retain auditors in respect of their
operations in China, which could result in financial statements being determined not to 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, U.S.-listed companies and the market price of our ADSs may be adversely
affected.
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If our independent registered public accounting firm was 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 financial statements, our
financial statements could be determined to be not in compliance with the requirements of the Exchange Act. Such a determination could
ultimately lead to the delisting of the ADSs or deregistration from the SEC, or both, which would substantially reduce or effectively
terminate the trading of the ADSs in the United States.
Risks Related to Our ADSs, ordinary shares and Our Trading Market
The market prices for our ADSs and/or ordinary shares has been and may continue to be volatile.
The market price for our ADSs has been volatile and has ranged from a low of US$32.99 to a high of US$64.53 on the NASDAQ
Global Select Market in 2021. Likewise, the high and low prices of our ordinary shares on the Hong Kong Stock Exchange in 2021 were
HK$49.3 and HK$24.4, respectively. In addition, the performance and fluctuation of the market prices of other companies with business
operations located mainly in China that have listed their securities in Hong Kong S.A.R. and/or the United States may affect the volatility
in the prices of and trading volumes for our ADSs and/or ordinary shares. Some of these companies have experienced significant
volatility. The trading performances of these companies’ securities may affect the overall investor sentiment towards other companies
with business operations located mainly in China and listed in Hong Kong S.A.R. and/or the United States and consequently may impact
the trading performance of our ADSs and/or ordinary shares. The market price is subject to wide fluctuations in response to various
factors, including the following:
● actual or anticipated fluctuations in our quarterly operating results;
● changes in financial estimates by securities research analysts;
● conditions in the travel and lodging industries;
● changes in the economic performance or market valuations of other lodging companies;
● announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital
commitments;
● addition or departure of key personnel;
● fluctuations of exchange rates between the RMB and U.S. dollar, Hong Kong dollar or other foreign currencies;
● potential litigation or administrative investigations;
● release of lock-up or other transfer restrictions on our outstanding ADSs or ordinary shares or sales of additional ADSs or
ordinary shares; and
● political or market instability or disruptions, pandemics or epidemics and other disruptions to China’s economy or the global
economy, and actual or perceived social unrest in the United States, Hong Kong S.A.R., Europe or other countries and regions
that we operate.
In addition, the market prices for companies with operations in China in particular have experienced volatility that might have been
unrelated to the operating performance of such companies. The securities of some China-based companies that have listed their securities
in the United States and/or in Hong Kong have experienced significant volatility, including, in some cases, substantial declines in the
market prices of their securities. The performance of the securities of these China-based companies after their offerings may affect the
attitudes of investors toward Chinese companies listed in the United States and/or Hong Kong, which consequently may impact the
performance of our ADSs and ordinary shares, regardless of our actual operating performance. In addition, any negative news or
perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other
China-based companies may also negatively affect the attitudes of investors towards China-based companies in general, including us,
regardless of whether we have engaged in any inappropriate activities.
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The global financial crisis and the ensuing economic recessions in many countries have contributed and may continue to contribute
to extreme volatility in the global stock markets, such as the large declines in share prices in the United States, China, Hong Kong and
other jurisdictions at various times since 2008. These broad market and industry fluctuations may adversely affect the prices of our ADSs
and/or ordinary shares, regardless of our operating performance.
An active trading market for our ordinary shares on the Hong Kong Stock Exchange might not be sustained and trading prices of
our ordinary shares might fluctuate significantly.
Since our listing in Hong Kong in 2020, our ordinary shares have been traded on the Hong Kong Stock Exchange. However, we
cannot assure you that an active trading market for our ordinary shares on the Hong Kong Stock Exchange will be sustained. The trading
price or liquidity for our ADSs on the NASDAQ Global Select Market and the trading price or liquidity for our ordinary shares on the
Hong Kong Stock Exchange in the past might not be indicative of those of our ordinary shares on the Hong Kong Stock Exchange in the
future. If an active trading market of our ordinary shares on the Hong Kong Stock Exchange is not sustained, the market price and
liquidity of our ordinary shares could be materially and adversely affected.
In 2014, the Hong Kong, Shanghai and Shenzhen Stock Exchanges collaborated to create an inter-exchange trading mechanism
called Stock Connect that allows international and mainland Chinese investors to trade eligible equity securities listed in each other’s
markets through the trading and clearing facilities of their home exchange. Stock Connect allows certain mainland Chinese investors to
trade directly in eligible equity securities listed on the Hong Kong Stock Exchange, known as Southbound Trading. If a company’s
shares are not considered eligible, they cannot be traded through Stock Connect. It is unclear whether and when the ordinary shares of
our company will be eligible to be traded through Stock Connect, if at all. The ineligibility of our ordinary shares for trading through
Stock Connect will affect certain mainland Chinese investors’ ability to trade our ordinary shares.
If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our
business, the market prices and trading volume for our ADSs and/or ordinary shares could decline.
The trading market for our ADSs and/or ordinary shares relies in part on the research and reports that equity research analysts
publish about us or our business. We do not control these analysts. If research analysts do not maintain adequate research coverage or if
one or more of the analysts who covers us downgrades our ADSs and/or ordinary shares or publishes inaccurate or unfavorable research
about our business, the market price for our ADSs and/or ordinary shares would likely decline. If one or more of these analysts cease
coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the
market price or trading volume for the ADSs and/or ordinary shares to decline significantly.
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Techniques employed by short sellers may drive down the market prices of the ADSs and/or ordinary shares.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the
intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the
value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects
to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many
short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business
prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short
attacks have, in the past, led to selling of shares in the market and significant volatility of the prices of ordinary shares and/or ADSs of
the targeted company. We received two short seller reports in September 2020. After receiving those reports, we immediately formed a
special investigation committee, hired attorneys and conducted an internal investigation regarding the allegations in the relevant reports.
Though we concluded that, subject to our ongoing internal investigations, those unfavorable allegations in the short sellers reports were
untrue and without merit, the short seller reports, the volatility in the prices of our ADSs and ordinary shares, our ongoing internal
investigations, as well as our responses to regulatory inquiries and relevant institutions, had diverted and could continue to divert our
management’s attention. Furthermore, we had spent and could continue to spend a significant amount of resources investigating such
allegations, responding to relevant regulatory inquiries and defending ourselves against any potential class action lawsuits. We cannot
guarantee that we will not receive such short seller reports in the future. In the event we receive additional short seller reports in the
future, our management’s attention could be diverted, which could adversely affect our business operations and administration. We may
need to spend a significant amount of time and resources responding to the short selling firms and regulatory inquiries and preparing for
or defending against potential class action lawsuits or derivative actions initiated by our investors and shareholders. Additionally, we may
also be constrained in the manner in which we can proceed against the relevant short sellers by principles of freedom of speech,
applicable laws of the relevant jurisdictions or issues of commercial confidentiality.
We may need additional capital, and the sale of additional ADSs, ordinary shares or other equity securities could result in
additional dilution to our shareholders and the incurrence of additional indebtedness could increase our debt service obligations.
We believe that our current cash and cash equivalents, anticipated cash flow from operations, and funds available from borrowings
under our bank facilities (including the undrawn bank facilities currently available to us and bank facilities we plan to obtain in 2022)
will be sufficient to meet our anticipated working capital cash needs for at least the next 12 months. We may, however, require additional
cash resources due to changed business conditions, strategic acquisitions or other future developments, including expansion through
leased and owned hotels and any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our
cash requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional
equity and equity-linked securities could result in additional dilution to our shareholders. The sale of substantial amounts of our ADSs
and/or ordinary shares could dilute the interests of our shareholders and ADS holders and adversely impact the market prices of our
ADSs and/or ordinary shares. As of December 31, 2021, we had approximately 1,757.1 million ordinary shares outstanding held as
ADSs, and approximately 53.7 million non-vested restricted stocks outstanding. The conversion of some or all of the convertible senior
notes will dilute the ownership interests of existing shareholders and holders of the ADSs. The incurrence of indebtedness would result in
increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot
assure you that financing will be available in amounts or on terms acceptable to us, if at all.
Due to the global outbreak of COVID-19, our business has been significantly impacted and we experienced operating losses in 2020
and 2021. Our total revenues increased by 25.4% from RMB10,196 million in 2020 to RMB12,785 million (US$2,006 million) in 2021.
We recorded net loss attributable to Huazhu Group Limited of RMB465 million (US$73 million) in 2021, compared to net loss
attributable to Huazhu Group Limited of RMB2,192 million in 2020. As of December 31, 2021, our current liabilities exceeded our
current assets by US$898 million, which was mainly resulted from our 2022 Notes and the outstanding bank borrowing of EUR338
million in connection with our long-term facility of EUR440 million that will become due in December 2022. Our ability to continue as a
going concern depends on our ability to generate cash flows from operations and to arrange adequate financing arrangements to support
our working capital requirements. For more information, please see “Item 5. Operating and financial review and prospects – 5.B.
Liquidity and Capital Resources.” If we are unable to continue as a going concern or achieve or maintain profitability, the market price of
our ADSs may significantly decrease.
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Future sales or issuances, or perceived future sales or issuances, of substantial amounts of our ordinary shares or ADSs could
adversely affect the prices of our ADSs and/or ordinary shares.
If our existing shareholders sell, or are perceived as intending to sell, substantial amounts of our ordinary shares or ADSs, including
those issued upon the exercise of our outstanding stock options, the market price of our ADSs and/or ordinary shares could fall. Such
sales, or perceived potential sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related
securities in the future at a time and place we deem appropriate. ordinary shares held by our existing shareholders may be sold in the
public market in the future subject to the restrictions contained in Rule 144 and Rule 701 under the Securities Act and the applicable
lock-up agreements. If any existing shareholder or shareholders sell a substantial amount of ordinary shares after the expiration of the
lock-up period, the prevailing market price for our ADSs and/or ordinary shares could be adversely affected.
In addition, certain of our shareholders or their transferees and assignees will have the right to cause us to register the sale of their
shares under the Securities Act upon the occurrence of certain circumstances. Registration of these shares under the Securities Act would
result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the
registration. Sales of these registered shares in the public market could cause the prices of our ADSs and/or ordinary shares to decline.
Furthermore, we will be required to issue ADSs to holders of our convertible senior notes due 2022, or the 2022 Notes, upon their
conversion of the notes. These ADS issuances’ dilutive effect on our existing shareholders’ interests in our Company may not be fully
offset by the existing capped call transactions that we entered into in connection with our 2022 Notes. In addition, we have not entered
into any hedging transactions to reduce the dilution to our existing shareholders upon the holders’ conversion of our convertible senior
notes due 2026, or the 2026 Notes. As a result, the prevailing trading prices of our ADSs and/or ordinary shares could be adversely
affected by conversions of these notes.
As our founder and co-founders collectively hold a controlling interest in us, they have significant influence over our management
and their interests may not be aligned with our interests or the interests of our other shareholders.
As of March 31, 2022, our founder, Mr. Qi Ji, who is also our chairman of the board and our co-founders, Ms. Tong Tong Zhao and
Mr. John Jiong Wu, in total beneficially own approximately 32.9% of our outstanding ordinary shares on an as-converted basis. See
“Item 7. Major Shareholders.” The interests of these shareholders may conflict with the interests of our other shareholders. Our founder
and co-founders have significant influence over us, including on matters relating to mergers, consolidations and the sale of all or
substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may
discourage, delay or prevent a change in control of us, which could deprive our shareholders of an opportunity to receive a premium for
their shares as part of a sale of us or of our assets and might reduce the price of our ADSs and/or ordinary shares. These actions may be
taken even if they are opposed by our other shareholders, including holders of our ADSs and/or ordinary shares.
Holders of our ADSs may not receive dividends or other distributions on our ordinary shares and may not receive any value for
them, if it is illegal or impractical to make them available to these holders.
The depositary of the ADSs has agreed that if it or the custodian receives any cash dividends or other distributions on our ordinary
shares or other deposited securities underlying the ADSs, it will pay them to the holders of ADSs after deducting its fees and expenses
pursuant to the deposit agreement. The holders of ADSs will receive these distributions in proportion to the number of ordinary shares
their ADSs represent. However, the depositary or the custodian is not responsible if it decides that it is unlawful or impractical to make a
distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists
of securities that require registration under the Securities Act, but that are not properly registered or distributed under an applicable
exemption from registration. The depositary may also determine that it is not practicable to distribute certain property. In these cases, the
depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs,
ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to
permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that the holders of ADSs may
not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available
to these holders. These restrictions may cause a material decline in the value of the ADSs.
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ADS holders may not have the same voting rights as the holders of our ordinary shares and generally have fewer rights than our
ordinary shareholders, and must act through the depositary to exercise those rights.
Holders of ADSs do not have the same rights as our ordinary shareholders and may only exercise voting and other shareholder rights
with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Except as described in the
deposit agreement, holders of our ADSs may not be able to exercise voting rights attaching to the shares evidenced by our ADSs on an
individual basis. Holders of our ADSs appoint the depositary or its nominee as their representative to exercise the voting rights attaching
to the shares represented by the ADSs. ADS holders may not receive voting materials in time to instruct the depositary to vote, and it is
possible that they may not have the opportunity to exercise a right to vote and/or may lack recourse if the ADSs are not voted as you
requested.
Except in limited circumstances, the depositary will give us a discretionary proxy to vote our ordinary shares underlying the ADSs
if holders of these ADSs do not give voting instructions to the depositary, which could adversely affect the interests of holders of
ordinary shares and/or the ADSs.
Under the deposit agreement, the depositary will give us a discretionary proxy to vote the ordinary shares underlying the ADSs at
shareholders’ meetings if holders of these ADSs do not give voting instructions to the depositary, unless:
● we have instructed the depositary that we do not wish a discretionary proxy to be given;
● we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;
● a matter to be voted on at the meeting may adversely affect the rights of shareholders; or
● voting at the meeting is made on a show of hands.
The effect of this discretionary proxy is that, if holders of ADSs fail to give voting instructions to the depositary, they cannot prevent
our ordinary shares underlying their ADSs from being voted, except under the circumstances described above. This may make it more
difficult for shareholders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.
We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock
Exchange.
We completed our public offering and listing in Hong Kong in September 2020 and the trading of our ordinary shares on the Hong
Kong Stock Exchange commenced on September 22, 2020 under the stock code “1179.” As a company listed on the Hong Kong Stock
Exchange pursuant to Chapter 19C of the Hong Kong Listing Rules, we are not subject to certain provisions of the Hong Kong Listing
Rules pursuant to Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share option schemes,
content of financial statements as well as certain other continuing obligations. In addition, in connection with the listing of our ordinary
shares on the Hong Kong Stock Exchange, we have been granted a number of waivers and/or exemptions from strict compliance with the
Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), the Code on Takeovers and Mergers and Share Buy-backs (the “Takeovers Codes”) and the Securities and Futures Ordinance
(Chapter 571 of the Laws of Hong Kong) (the “SFO”). As a result, we will adopt different practices as to those matters, including with
respect to the content and presentation of our annual reports and interim reports, as compared with other companies listed on the Hong
Kong Stock Exchange that do not enjoy those exemptions or waivers. Furthermore, if 55% or more of the total worldwide trading
volume, by dollar value, of our ordinary shares and ADSs over our most recent fiscal year takes place on the Hong Kong Stock
Exchange, the Hong Kong Stock Exchange will regard us as having a dual primary listing in Hong Kong and we will no longer enjoy
certain exemptions or waivers from strict compliance with the requirements under the Hong Kong Listing Rules, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), the Takeovers Codes and the SFO,
which could result in our needing to undertake additional compliance activities, to devote additional resources to comply with new
requirements, and our incurring of incremental compliance costs.
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ADS holders may not be able to participate in rights offerings and may experience dilution of his, her or its holdings as a result.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. 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 with
respect to all holders of ADSs. 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 take advantage
of any exemptions 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.
ADS holders may be subject to limitations on transfer of their ADSs.
Our 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 deem 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.
As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NASDAQ corporate governance
standards applicable to U.S. issuers, including the requirement regarding the implementation of a nominations committee. This
may afford less protection to holders of our ordinary shares and ADSs.
The NASDAQ Marketplace Rules in general require listed companies to have, among other things, a nominations committee
consisting solely of independent directors. As a foreign private issuer, we are permitted to, and we will, follow home country corporate
governance practices instead of certain requirements of the NASDAQ Marketplace Rules, including, among others, the implementation
of a nominations committee. The corporate governance practice in our home country, the Cayman Islands, does not require the
implementation of a nominations committee. We currently intend to rely upon the relevant home country exemption in lieu of the
nominations committee. As a result, the level of independent oversight over management of our company may afford less protection to
holders of our ordinary shares and ADSs.
Our amended and restated articles of association contain anti-takeover provisions that could have a material adverse effect on the
rights of holders of our ordinary shares and ADSs.
Our amended and restated articles of association contain provisions that have potential to limit the ability of others to acquire control
of our company or cause us to enter into change-of-control transactions. These provisions could have the effect of depriving our
shareholders of opportunities to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to
obtain control of our company in a tender offer or similar transaction.
For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or
more classes or series and to fix their designations, powers, preferences, and relative participating, optional or other rights and the
qualifications, limitations or restrictions, including, without limitation, dividend rights, conversion rights, voting rights, terms of
redemption privileges and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares,
in the form of ADSs or otherwise. In the event these preferred shares have better voting rights than our ordinary shares, in the form of
ADSs or otherwise, they could be issued quickly with terms calculated to delay or prevent a change in control of our company or make
removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may decline and
the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.
The provisions of our amended and restated articles of association may encourage potential acquirers to negotiate with us and allow
our board of directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, these
provisions may also discourage acquisition proposals or delay or prevent a change in control that could be beneficial to holders of our
ordinary shares and ADSs.
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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 or Hong
Kong courts may be limited. The ability of U.S. or Hong Kong authorities to bring actions against us or our management may also
be limited.
We are incorporated in the Cayman Islands, and conduct a substantial portion of our business and operations through our
subsidiaries in China, the world’s largest emerging market. With the acquisition of Deutsche Hospitality in January 2020, we also operate
some of our business in Germany, among other jurisdictions. Most of our officers reside outside the United States and Hong Kong and
some or all of the assets of those persons are located outside of the United States and Hong Kong. It may be difficult or impossible for
you to bring an action against us or against these individuals in the Cayman Islands, China, Hong Kong or Germany 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 outside the Cayman Islands, China, Hong Kong or Germany, the laws of the Cayman Islands, China, Hong Kong and Germany
may render you unable to effect service of process upon, or to enforce a judgment against our assets or the assets of our directors and
officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, Hong Kong, China or
Germany. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the
United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments
with the United States), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in
personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other
than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other
penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon
provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the
rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would
not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the
rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the
laws of the Cayman Islands.
A judgment of a court of another jurisdiction may be reciprocally recognized or enforced if the jurisdiction has a treaty with China
or if judgments of the PRC courts have been recognized before in that jurisdiction, subject to the satisfaction of other requirements.
However, China does not have treaties providing for the reciprocal enforcement of judgments of courts with Japan, the United Kingdom,
the United States and most other Western countries. There are also uncertainties as to the enforceability in Germany of civil liabilities
based on the U.S. federal and state securities laws or Hong Kong laws, either in an original action or in an action to enforce a judgment
obtained in U.S. courts or Hong Kong courts (as the case may be). Germany currently does not have a treaty with the U.S. or Hong Kong
providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters.
German courts usually deny the recognition and enforcement of punitive damages as incompatible with the fundamental principles of
German law. In addition, due to jurisdictional limitations, matters of comity and various other factors, the SEC, Department of Justice
and other U.S. authorities may be limited in their ability to take enforcement actions, including in instances of fraud, against us or our
directors and officers in China. In addition, shareholder claims that are common in the United States, including class action securities law
and fraud claims, are generally uncommon in China.
Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Act,
Cap 22 (Act 3 of 1961, as consolidated and revised) (the “Companies Act”) and the common law of the Cayman Islands. The rights of
shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our
directors to us under Cayman Islands law 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 has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the
fiduciary responsibilities 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 and Hong Kong. In particular, the Cayman Islands has a less developed body of securities laws as
compared to the United States and Hong Kong, and provides significantly less protection to investors. In addition, Cayman Islands
companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States or the courts of
Hong Kong. Furthermore, our amended and restated articles of association are specific to us and include certain provisions that may be
different from common practices in Hong Kong, such as the absence of requirements that the appointment, removal and remuneration of
auditors must be approved by a majority of our shareholders.
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As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against
our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United
States or in Hong Kong.
It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of
law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for
regulatory investigations or litigation initiated 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 United States may not be efficient in the absence of
mutual and practical cooperation mechanisms. 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 or evidence collection
activities within the territory of the PRC. While detailed interpretations 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 increase difficulties you may face in protecting your interests.
The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our
ordinary shares and ADSs.
We are subject to Hong Kong and NASDAQ listing and regulatory requirements concurrently. The Hong Kong Stock Exchange and
the NASDAQ Global Select Market have different trading hours, trading characteristics (including trading volume and liquidity), trading
and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences,
the trading prices of our ordinary shares and/or ADSs may not be the same, even allowing for currency differences and the ADS ratio.
Fluctuations in the price of our ADSs due to circumstances peculiar to the U.S. capital markets could materially and adversely affect the
price of the ordinary shares, or vice versa. Certain events having significant negative impact specifically on the U.S. capital markets may
result in a decline in the trading price of our ordinary shares notwithstanding that such event may not impact the trading prices of
securities listed in Hong Kong generally or to the same extent, or vice versa. Because of the different characteristics of the U.S. and
Hong Kong capital markets, the historical market prices of our ADSs in the NASDAQ Global Select Market may not be indicative of the
trading performance of the ordinary shares in the Hong Kong Stock Exchange, and vice versa.
Exchange between our ordinary shares and our ADSs may adversely affect the liquidity and/or trading price of each other.
Our ADSs are currently traded on the NASDAQ Global Select Market. Subject to compliance with U.S. securities law and the terms
of the deposit agreement, holders of our ordinary shares may deposit ordinary shares with the depositary in exchange for the issuance of
our ADSs. Any holder of ADSs may also withdraw the ordinary shares underlying the ADSs pursuant to the terms of the deposit
agreement for trading on the Hong Kong Stock Exchange. In the event that a substantial number of ordinary shares are deposited with the
depositary in exchange for ADSs, or vice versa, the liquidity and trading prices of our ordinary shares on the Hong Kong Stock
Exchange and our ADSs on the NASDAQ Global Select Market may be adversely affected.
The time required for the exchange between ordinary shares and ADSs may be longer than expected and investors may not be able
to settle or effect any sale of their securities during this period, and the exchange of ordinary shares into ADSs involves costs.
There is no direct trading or settlement route between the NASDAQ Global Select Market and the Hong Kong Stock Exchange on
which our ADSs and the ordinary shares are respectively traded. In addition, the time differences between Hong Kong and New York and
unforeseen market circumstances or other factors may delay the deposit of ordinary shares in exchange of ADSs or the withdrawal of
ordinary shares underlying the ADSs. Investors will be prevented from settling or effecting the sale of their securities during such
periods of delay. In addition, there is no assurance that any exchange of ordinary shares into ADSs (and vice versa) will be completed in
accordance with the timelines investors may anticipate.
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Furthermore, the depositary for the ADSs is entitled to charge holders fees for various services including for the issuance of ADSs
upon deposit of ordinary shares, the release of ordinary shares upon cancelation of ADSs, distributions of cash dividends or other cash
distributions, distributions of ADSs pursuant to share dividends or other free share distributions, distributions of securities other than
ADSs and annual service fees. As a result, shareholders who exchange ordinary shares into ADSs, and vice versa, may not achieve the
level of economic return the shareholders may anticipate.
We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax
consequences for U.S. Holders of our ADSs or ordinary shares.
Based on our financial statements and relevant market and shareholder data, we believe that we should not be treated as a passive
foreign investment company (a “PFIC”) for U.S. federal income tax purposes with respect to our prior taxable year. In addition, based on
our financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income,
and relevant market and shareholder data, we do not anticipate becoming a PFIC for our current taxable year. The application of the
PFIC rules is subject to ambiguity in several respects and, in addition, we must make annual separate determinations each year as to
whether we are a PFIC (after the close of each taxable year). The determination of whether we are or will become a PFIC will depend in
part upon the value of our goodwill and other intangible assets (which will depend upon the market prices of our ADSs from time to
time, which may be volatile). Among other matters, if our market capitalization declines, we may be or become a PFIC for the current or
future taxable years. It is also possible that the Internal Revenue Service may challenge our classification or valuation of our goodwill
and other intangible assets, which may result in our company being or becoming a PFIC for the current or one or more future
taxable years. Accordingly, we cannot assure you of our PFIC status for our current taxable year or for any future taxable year. If we
were treated as a PFIC for any taxable year during which a U.S. Holder held an ADS or an ordinary share, certain adverse United States
federal income tax consequences could apply to the U.S. Holder (as defined herein). For a more detailed discussion of United States
federal income tax consequences to U.S. Holders, see “Item 10. Additional Information—E. Taxation—United States Federal Income
Taxation Consideration—Passive Foreign Investment Company Rules.”
There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs.
In connection with the public offering of our ordinary shares in Hong Kong in September 2020, or the Hong Kong IPO, we
established a branch register of members in Hong Kong, or the Hong Kong share register. Our ordinary shares that are traded on the
Hong Kong Stock Exchange, including those issued in the Hong Kong IPO and those that may be converted from ADSs, are registered
on the Hong Kong share register, and the trading of these ordinary shares on the Hong Kong Stock Exchange are subject to the Hong
Kong stamp duty. To facilitate ADS-ordinary share conversion and trading between the NASDAQ Global Select Market and the Hong
Kong Stock Exchange, we have moved a portion of our issued ordinary shares from our Cayman share register to our Hong Kong share
register.
Under the Hong Kong Stamp Duty Ordinance, any person who effects any sale or purchase of Hong Kong stock, defined as stock
the transfer of which is required to be registered in Hong Kong, is required to pay Hong Kong stamp duty. The stamp duty is currently set
at a total rate of 0.26% of the greater of the consideration for, or the value of, shares transferred, with 0.13% payable by each of the buyer
and the seller.
To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of
companies that are listed in both the United States and Hong Kong S.A.R. and that have maintained all or a portion of their ordinary
shares, including ordinary shares underlying ADSs, in their Hong Kong share registers. However, it is unclear whether, as a matter of
Hong Kong law, the trading or conversion of ADSs of these dual-listed companies constitutes a sale or purchase of the underlying Hong
Kong-registered ordinary shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this
matter. If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading
price and the value of your investment in our ADSs or ordinary shares may be affected.
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ITEM 4.
INFORMATION ON THE COMPANY
4.A. History and Development of the Company
The following table illustrates the key milestones of our history and business development:
Year
2005
2008
2010
2012
2013
2014
2016
2017
2018
2019
2020
We launched the first HanTing Hotel in Kunshan, Suzhou.
Milestone
We launched our budget hotel product, HanTing Hi Inn, which was subsequently rebranded as Hi Inn.
Our ADSs were listed on the NASDAQ Global Selected Market.
We launched the first JI Hotel in Shanghai.
We acquired a 51% equity interest in Starway HK, a midscale hotel chain, and expanded our offering to four hotel brands.
We changed our Chinese trade name from “HanTing Hotel Group” to “HuaZhu Hotel Group”.
We acquired the remaining 49% equity interest in Starway HK from C-Travel International Limited.
We adopted the first proprietary cloud-based property management system in China.
We entered into agreements with Accor S.A. (“Accor”) to join forces in the Pan-China region to develop Accor brand
hotels and to form an extensive and long-term alliance with Accor.
We offered the first automated self-check-in or check-out kiosks in China, featuring advanced technologies such as facial
recognition.
We completed our transaction with Accor. For further details, please refer to the sub-sections headed “Major
Acquisitions” and “Strategic Alliance with Accor” in this section.
We adopted a centralized procurement system, leveraging our Internet of Things technology, which allows all hotels
across the network to make bulk purchases of hotel supplies.
We completed the acquisition of all of the equity interests in Crystal Orange, which operated hotels under the brands
Crystal Orange Hotel and Orange Hotel.
We issued US$475 million of 0.375% convertible senior notes due 2022.
We changed our name to Huazhu Group Limited, or Huazhu.
We completed the acquisition in steps of a majority stake in Blossom Hotel Management, which was engaged in the
business of operating and managing hotels under Blossom Hill Hotels & Resorts (currently Blossom House) brand in the
upscale market in the PRC.
We were a winner of the “2019 CIO 100 Award”, which recognized us as one of the 100 most innovative organizations
worldwide that use information technology in innovative ways to deliver business value.
Our H Rewards loyalty program surpassed 150 million members.
We opened our first overseas hotel in Singapore under JI Hotel brand, which we directly operate.
We completed the acquisition of all equity interest in Steigenberger Hotels AG, which was engaged in the business of
operating and managing hotels under five brands, namely Steigenberger Hotels & Resorts, MAXX by Steigenberger, Jaz in
the City, IntercityHotel and Zleep Hotels, primarily in Europe.
We issued US$500 million of 3% convertible senior notes due 2026.
We completed our global offering and listing on the Hong Kong Stock Exchange. We issued a total of 23,485,450
ordinary shares (including 3,063,300 ordinary shares pursuant to the exercise of over-allotment option) at a public offering
price of HKD297 (US$38.31) per ordinary share. Our ordinary shares started to be traded on the Hong Kong Stock
Exchange on September 22, 2020. The offering size and offering price presented in this paragraph did not retroactively
reflect the Share Subdivision.
We completed put right offer relating to the 2022 Notes
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Year
2021
We completed the acquisition of CitiGO in May 2021, which operates hotels under the brand of CitiGO Hotel.
Milestone
Our principal executive offices are located at No. 699 Wuzhong Road, Minhang District Shanghai 201103, People’s Republic of
China. Our telephone number at this address is +86 (21) 6195-2011. Our registered office in the Cayman Islands is located at the offices
of Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our
website is http://www.huazhu.com. The information contained on our website is not a part of this annual report.
SEC maintains an internet site (http://www.sec.gov), which contains reports, proxy and information statements, and other
information regarding us that file electronically with the SEC.
4.B. Business Overview
We are a leading, fast-growing multi-brand hotel group in China with international operations. Our hotels are operated under three
different models: leased and owned, franchised, and franchised hotels that we operate under management contracts, which we refer to as
“manachised.” We expanded our hotel network from 5,618 hotels as of December 31, 2019 to 7,830 hotels (including 124 hotels under
legacy DH) as of December 31, 2021, representing a CAGR of 18.1%. As of December 31, 2021, we had 7,830 hotels in operation,
including 738 leased and owned hotels and 7,092 manachised and franchised hotels, with an aggregate of 753,216 hotel rooms. As of the
same date, we were developing an additional 2,608 hotels, including 46 leased and owned hotels and 2,562 manachised and franchised
hotels.
Brands are the bedrock of our success. In over a decade, we grew from an economy hotel chain to a multi-brand hotel group
covering the full spectrum of market segments. Leveraging our consumer insights and our capability to deliver innovative and trend-
setting products, we now operate a portfolio of over 20 distinct hotel brands. As an example of our success in brand-building, our
mainstay HanTing Hotel brand has become a household name in China, synonymous with a comfortable stay and an affordable price.
Our JI Hotel, another established brand, is one of the top-of-mind brands among all midscale hotel brands for consumers in China. Since
launching Joya Hotel, our first upscale brand, in 2013, we have further expanded into the upscale market. We have also enlarged our
portfolio with international midscale to upscale brands through our strategic alliance with Accor in 2016 and acquisition of Deutsche
Hospitality in January 2020. By expanding our brand portfolio, we now offer not only products targeting business travelers, but also
brands catering to emerging market trends and customer needs—from weekend getaways to life-enriching experiences. Our lifestyle and
resort brand, Blossom House, is particularly popular among leisure travelers.
Below presents our major hotel brands by category as of the date of this annual report.
● Economy hotel brands: HanTing Hotel, Ni Hao Hotel, Hi Inn, Elan Hotel, Zleep Hotels and Ibis Hotel;
● Midscale hotel brands: JI Hotel, Orange Hotel, Starway Hotel, Ibis Styles Hotel and CitiGO Hotel;
● Upper midscale hotel brands: Crystal Orange Hotel, IntercityHotel, Manxin Hotel, Mercure Hotel, Madison Hotel and Novotel
Hotel;
● Upscale hotel brands: Joya Hotel, Blossom House, Steigenberger Hotels & Resorts, MAXX by Steigenberger, Jaz in the City,
and Grand Mercure; and
● Luxury hotel brand: Steigenberger Icon and Song Hotels.
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Notes:
(1) We enjoy exclusive franchise rights in respect of Accor’s Mercure Hotel, Ibis Hotel and Ibis Styles Hotel brands and non-exclusive
franchise rights in respect of its Grand Mercure and Novotel Hotel brands in certain regions. In addition, we have exclusive rights to
operate, manage, franchise and license hotels under the Jaz in the City brand in certain regions.
(2) As of December 31, 2021, we also operated 9 other hotels and had 4 other hotels under construction, including partner hotels under
Deutsche Hospitality and other hotel brands in Yongle Huazhu Hotel & Resort Group.
We have developed a vast base of loyal and engaged customers under our H Rewards loyalty program. H Rewards covers all of our
brands and had more than 193 million members as of December 31, 2021. We engage with program members through multiple online
and offline touch points to personalize their lodging experiences and foster strong and long-lasting relationships that inspire loyalty to
our brands. H Rewards is a powerful distribution platform, enabling us to conduct lower-cost, targeted marketing campaigns and
maintain a high percentage of direct sales to customers. In 2021, approximately 75% of our room-nights were sold to customers who
were individual or corporate H Rewards members in legacy Huazhu.
We have developed industry-leading, proprietary technology infrastructure that enhances customer experience, increases our
operational efficiency, and supports our fast growth. The core of this infrastructure is a comprehensive suite of modularized applications,
including a cloud-based property management system and centralized reservation, procurement and revenue management systems.
Leveraging our operational experience and technological capabilities, we have built a centralized shared service center and realized the
economies of scale made possible through our enormous hotel operations. We have also undertaken a series of industry-first
digitalization initiatives to optimize our hotels’ operational efficiency and cost structure and operate “smart” hotels. Our digital
transformation initiative, the “Easy” series, has increased the speed and efficiency of our hotels’ entire business processes, from the
moment a reservation is made until a guest checks out.
Leveraging our strong brand recognition, massive member traffic, and robust technology infrastructure, we have pioneered a
business operating system designed to enhance hotel operations across all fronts. Our business operating system is the result of our years
of industry know-how, and it includes innovative ideas that are first tested and refined by our leased and owned business. Subsequently,
these ideas can be “plugged-and-played” by our franchisees with confidence, thus allowing us to effectively expand our hotel network in
an asset-light manner. We added a net 2,212 hotels (including 124 hotels under legacy DH) from December 31, 2019 to December 31,
2021, 97.7% of which were manachised and franchised hotels. Apart from receiving franchise fees for these hotels, we also share our
technology infrastructure and our vast customers base with our franchisees. In addition to extending our expertise to our manachised and
franchised hotels, we can also monetize our core competencies by offering standardized and tailored SaaS and IT solutions to other hotel
operators, real estate companies and service apartment providers. We believe that our distinct approach to hospitality has helped us
establish a highly differentiated business model that balances scale, quality and returns.
We have recorded outstanding financial performance in recent years, although our financial performance was adversely affected by
COVID-19 in 2020 and 2021. Our total revenue was RMB11,212 million, RMB10,196 million and RMB12,785 million (US$2,006
million) in 2019, 2020 and 2021, respectively. We had net income attributable to Huazhu Group of RMB1,769 million in 2019. We
recorded net loss attributed to Huazhu Group of RMB2,192 million and RMB465 million (US$73 million) in 2020 and 2021,
respectively. Our adjusted EBITDA (non-GAAP) amounted to RMB3,349 million, negative RMB244 million and RMB1,571 million
(US$247 million) in 2019, 2020 and 2021, respectively, and our net cash provided by operating activities amounted to RMB3,293
million, RMB609 million and RMB1,342 million (US$210 million) in these respective periods.
We believe that our core competencies and proven business model well-position us to increase our share in the expanding global
lodging industry and continue to deliver encouraging financial performance.
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Our Hotel Network
We operate hotels under lease and ownership, manachise and franchise models. Under the lease and ownership model, we directly
operate hotels located primarily on leased properties, as well as on owned properties. Under the manachise model, we manage
manachised hotels through the on-site hotel managers we appoint and collect fees from franchisees. Under the franchise model, we
collect fees from franchisees but do not appoint on-site hotel managers. We have adopted a disciplined return-driven development model
aimed at achieving high growth and profitability and applied consistent operational and quality standards across all of our hotels.
Our hotel network has grown rapidly. The following table sets forth the number of hotels we operated as of the dates indicated.
Leased and owned hotels
Manachised hotels
Franchised hotels
Total
2011
344
295
—
639
2012
465
516
54
1,035
2013
565
835
25
1,425
2014
611
As of December 31,
2016
624
2015
616
2017
671
2018
699
2019
688
2020
753
1,376
8
1,995
2,067
80
2,763
2,471
174
3,269
2,874
201
3,746
3,309
222
4,230
4,519 5,746
290
5,618 6,789
411
2021(1)
738
6,824
268
7,830
(1) Include 76 leased hotels, 48 manachised and franchised hotels operated by Deutsche Hospitality.
As of December 31, 2021, our hotel network covered 7,830 hotels spanning 811 cities in 31 provinces and municipalities across the
greater China region and 16 other countries, and we also had a pipeline of hotels in these countries and regions. As of December 31,
2021, we had an additional 2,608 leased and owned as well as manachised and franchised hotels under development.
The following table sets forth a summary of all of our hotels by geographic region as of December 31, 2021.
Greater China:
Shanghai, Beijing, Guangzhou, Shenzhen and Hangzhou
Others (including Taiwan)(5)
Subtotal
Outside Greater China:
Europe
Other countries(6)
Subtotal
Total
Leased and
Owned
Hotels(2)
Manachised
Hotels(3)
Franchised
Hotels(3)
Leased and
Owned Hotels
Under
Manachised
and Franchised
Hotels Under
Development(4) Development(4)
252
409
661
76
1
77
738
1,503
5,293
6,796
15
13
28
6,824
83
164
247
10
11
21
268
9
9
18
28
0
28
46
311
2,241
2,552
5
5
10
2,562
(1) The data in this table include hotels under governmental requisition and hotels temporarily closed following the outbreak of COVID-
19. As of December 31, 2021, we had 147 hotels under governmental requisition in China.
(2) Include 76 leased hotels operated by Deutsche Hospitality and 662 leased and owned hotels operated by the rest of our Group.
(3) Include 48 manachised and franchised hotels operated by Deutsche Hospitality and 7,044 manachised and franchised hotels operated
by the rest of our Group.
(4) Include hotels for which we have entered into binding leases, purchase agreements of land use right or property, or franchise
agreements but that have not yet commenced operations. The inactive projects are excluded from this list according to management
judgment.
(5) For our hotels in operation, include 806 cities across 29 provinces and municipalities; for our hotels under development, include 795
cities across 30 provinces and municipalities (including Taiwan).
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(6) For our hotels in operation, include Tunisia, Egypt, the UAE, Oman, Saudi Arabia, Singapore and Qatar; for our hotels under
development, include Oman, the UAE, India and Cambodia.
The following table sets forth the status of our hotels under development as of December 31, 2021.
Leased and owned hotels
Manachised and franchised hotels
Total
34
1,668
1,702
12
894
906
Pre-conversion Conversion
Period(1)
Period(2)
Total
46
2,562
2,608
(1) Includes hotels for which we have entered into binding leases or franchise agreements but of which the property has not been
delivered by the respective lessors or property owners, as the case may be. The inactive projects are excluded from this list
according to management judgment.
(2) Includes hotels for which we have commenced conversion activities but that have not yet commenced operations. The inactive
projects are excluded from this list according to management judgment.
Among the 46 leased and owned hotels under development as of December 31, 2021, we had 34 leased and owned hotels during pre-
conversion period, for which we have entered into binding leases but of which the property has not been delivered by the respective
lessors, and had 12 leased and owned hotels during conversion period, for which we have commenced conversion activities but that have
not yet commenced operations. The anticipated completion dates for these leased and owned hotels during conversion period range from
March 2022 to December 2022. Total budgeted development costs for these leased and owned hotels during conversion period, which
primarily include construction costs for leasehold improvement and the furniture and equipment for hotel operation, were RMB426
million (US$67 million), of which RMB155 million (US$24 million) was incurred as of December 31, 2021. The average development
costs per square meter for completed leased and owned hotels in 2021 were approximately RMB2,700 (US$424). The franchisees are
responsible for development costs for our manachised hotels and franchised hotels.
The reasons for hotel closures typically include property-related matters (such as rezoning and expiry of leases), hotel operation
quality or results not meeting our requirements, and other commercial reasons.
In addition to hotels permanently closed as presented above, due to the impact of COVID-19, we also had a large number of hotels
in China temporarily closed in the first quarter of 2020. As of December 31, 2021, approximately 98% of legacy Huazhu’s hotel
(excluding hotels under governmental requisition) had resumed operations. During the first quarter of 2020, Chinese governmental
authorities also requisitioned accumulatively 610 of our hotels in various locations for the accommodation of medical support workers
and for quarantine purposes in relation to COVID-19. As of December 31, 2021, we had 147 hotels under governmental requisition in
China. As COVID-19 spreads globally, the hotel operations of Deutsche Hospitality in Europe have also been adversely affected since
early March 2020. Local governments in Europe imposed travel restrictions and lockdowns to contain the spread of COVID-19, and as a
result, a number of our Deutsche Hospitality hotels were temporarily closed in 2020. As of December 31, 2021, all hotels of Deutsche
Hospitality that were temporarily closed due to COVID-19 had resumed operation.
Leased and owned hotels
As of December 31, 2021, we had 729 leased hotels and 9 owned hotels, accounting for approximately 9.4% of our hotels in
operation. We manage and operate each aspect of these hotels and bear all of the accompanying expenses. We are responsible for
recruiting, training and supervising the hotel managers and employees, paying for leases and costs associated with construction and
renovation of these hotels, and purchasing all supplies and other required equipment.
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Our leased hotels are located on leased properties. The terms of our leases typically range from ten to 30 years. We generally enjoy
an initial two- to eight-month rent-free period. For certain of our hotels (under Deutsche Hospitality), the landlords are responsible for
renovating the hotels (other than soft furnishing) and we are not required to pay rent until this renovation is completed. We generally pay
fixed rent on a monthly, quarterly or biannual basis for the first three to five years of the lease term, after which we are generally subject
to a 2% to 6% increase on rent every three to five years or, for Deutsche Hospitality’s hotels, generally annual adjustments based on
consumer price index levels. Our leases usually allow extensions by mutual agreement. In addition, our lessors are typically required to
notify us in advance if they intend to sell or dispose of their properties, in which case we have a right of first refusal to purchase the
properties on equivalent terms and conditions. To mitigate the impact of COVID-19, we have been negotiating with landlords to reduce
or delay our rental payment.45 of our leases expired in 2021, among which 18 were renewed, 12 were converted to manachised and
franchised hotels and 15 were terminated.
The following table sets forth the number of our leases for hotels in operation and under development that were expected to expire in
the periods indicated as of December 31, 2021.
2022
2023
2024
2025
2026
2027-2029
2030-2032
2033 and onward
Total
Number of
Leases
67
45
49
50
66
177
113
208
775
Manachised and Franchised Hotels
As of December 31, 2021, we had 6,824 manachised hotels and 268 franchised hotels, accounting for approximately 87.2% and
3.4%, respectively, of our hotels in operation. Our franchisees lease or own their hotel properties and are responsible for the costs of
developing and operating the manachised or franchised hotels, including constructing and renovating the hotels according to our
standards, and all of the hotel operating expenses. We impose the same standards on all of our manachised and franchised hotels to
ensure product quality and consistency across our hotel network. Our franchisees are not allowed to sub-franchise hotels under our
brands to any third party. We collect fees from the franchisees of our manachised and franchised hotels and do not bear any loss incurred
or otherwise share any profit realized by our franchisees. We believe that the manachise and franchise models have enabled us to quickly
and effectively expand our geographical coverage and market share in a less capital-intensive manner through leveraging the local
knowledge and relationships of our franchisees.
Manachised hotels
We manage our manachised hotels and impose the same standards on all manachised hotels as our other hotels to ensure product
quality and consistency across our hotel network. For our manachised hotels under legacy Huazhu, our manachise agreements typically
have the following terms:
Scope of service: We authorize a manachised hotel to use our relevant brand name, logo and relevant trademarks. The franchisee
is responsible for the hotel’s construction, renovation and maintenance. We provide guidance to the franchisee on the
construction or renovation of the hotel and require the hotel to meet our standards before approving it to commence operations.
We appoint and train hotel managers who are responsible for hiring hotel staff and managing daily operations of our manachised
hotels. We also provide our franchisees with services such as central reservation, sales and marketing support, technology
support, quality assurance inspections and other operational support and information.
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Fees collected: we generally charge our franchisees an upfront franchise fee typically ranging between RMB80,000 and
RMB1,000,000 per hotel, as well as a monthly franchise fee of approximately 3% to 6.5% of the gross revenues generated by
each manachised hotel. In addition, we collect from franchisees a reservation fee for using our central reservation system and a
membership registration fee for customers who join our H Rewards (previously known as HUAZHU Rewards) loyalty program
at the manachised hotels. We also charge system maintenance and support fees and other IT service fees from our franchisees
for sharing our technology infrastructure with our manachised hotels. Furthermore, we employ and appoint hotel managers for
the manachised hotels and charge franchisees for a manager fee on a monthly basis.
Term of service: our franchise and management agreements for our manachised hotels typically run for an initial term of eight to
ten years, and may be extended upon mutual agreement between us and the franchisee three months prior to the expiration of the
franchise and management agreements.
Termination: we typically have the right to early terminate the franchise and management agreements immediately, if the
franchisee commences operations without our approval, goes bankrupt, suspends operation for a specified period, interferes in
our appointed manager’s management of the hotel, or violates applicable laws and regulations that result in harm to our brand,
among others. We are also entitled to terminate these agreements in case of material breaches of the agreements by the
franchisee, if the franchisee fails to rectify within a grace period. In all of these circumstances, we can keep the franchise fee
and franchise deposit collected and claim liquidated damages from the franchisee.
For our manachised hotels under Deutsche Hospitality, the franchisees have historically been required to pay Deutsche Hospitality a
management fee consisting of a base fee of 0.5% to 3.5% of the hotel’s turnover and an incentive fee of 6% to 10% of the hotel’s
adjusted gross operating profit. Deutsche Hospitality participates in the distribution of the manachised hotel’s profit, and charges a
marketing fee for a few manachised hotels. General manager compensation of a manachised hotel, including salaries, social security
contribution, and various benefits and bonuses, is borne by the manachised hotel. For some manachised hotels outside Germany,
Deutsche Hospitality further charges a license fee of approximately 0.5% to 1% of the hotel’s turnover. The term of service for our
manachised hotels under Deutsche Hospitality is typically 15 to 20 years. We are gradually adapting the terms of Deutsche Hospitality’s
franchise and management agreements to be similar to those of our other manachised hotels.
Franchised hotels
We do not appoint hotel managers for our franchised hotels and do not manage their daily operations. We apply the same standards
to our franchised hotels as our other hotels. For our franchised hotels under legacy Huazhu, the terms of the franchise agreements are
subject to negotiation with individual hotel owners, while they generally have the following terms:
Scope of service: the services that we provide to franchised hotels are similar to those we provide to manachised hotels, except
that we do not appoint managers and do not provide management services to the franchised hotels.
Franchise fee: we charge our franchised hotels fees on generally the same terms as our manachised hotels, except that we do not
appoint hotel managers to our franchised hotels and thus do not charge these hotels hotel manager fee on a monthly basis.
Term of service: our franchise agreements for our franchised hotels typically run for an initial term of eight to ten years, and
may be extended upon mutual agreement between us and the franchisee three months prior to the expiration of the franchise
agreements.
Termination: our rights to terminate the franchise agreements for our franchised hotels are similar to those for our manachised
hotels.
For our franchised hotels under Deutsche Hospitality, the franchisees have historically been required to pay Deutsche Hospitality a
franchise fee of approximately 0.5% to 4.0% of the hotel’s gross room revenue or turnover. Some hotels outside Germany are charged a
fixed franchise fee ranging from EUR40,000 to EUR150,000 per year. Most franchised hotels are also charged a central service fee (or
marketing fee in older contracts) and a license fee. The term of service for our franchised hotels under Deutsche Hospitality is typically
ten to 15 years. We are gradually adapting the terms of Deutsche Hospitality’s franchise agreements to be similar to those of our other
franchised hotels.
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Our Products
As of the date of this annual report, we have hotels in operation or under development under the following brands, which are
designed to target distinct segments of customers:
● Economy hotel brands: HanTing Hotel, Ni Hao Hotel, Hi Inn, Elan Hotel, Zleep Hotels and Ibis Hotel;
● Midscale hotel brands: JI Hotel, Orange Hotel, Starway Hotel, Ibis Styles Hotel and CitiGO Hotel;
● Upper midscale hotel brands: Crystal Orange Hotel, IntercityHotel, Manxin Hotel, Mercure Hotel, Madison Hotel and Novotel
Hotel;
● Upscale hotel brands: Joya Hotel, Blossom House, Steigenberger Hotels & Resorts, MAXX by Steigenberger, Jaz in the City,
and Grand Mercure; and
● Luxury hotel brand: Steigenberger Icon and Song Hotels.
We have entered into brand franchise agreements with Accor and enjoyed exclusive franchise rights in respect of Mercure Hotel, Ibis
Hotel and Ibis Styles Hotel in the PRC, Taiwan and Mongolia and non-exclusive franchise rights in respect of Grand Mercure and
Novotel Hotel in the PRC, Taiwan and Mongolia. Through our acquisition of Deutsche Hospitality, we have obtained exclusive rights to
construct, operate, manage, franchise and license hotels under the Jaz in the City brand in China, South East Asia, Japan, South Korea
and Europe subject to certain exceptions, and non-exclusive rights to operate, manage, franchise and license certain hotels under the Jaz
in the City brand in certain other countries and regions, such as Tunisia, Cape Verde, the UAE and Egypt.
As of December 31, 2021, we also operated 9 other hotels, including partner hotels under Deutsche Hospitality and other hotels
under other hotel brands in Yongle Huazhu Hotel & Resort Group.
We believe that our multi-brand strategy provides us with a competitive advantage to open more hotels in attractive markets, capture
a wider range of customers with evolving lodging preferences and needs, and achieve greater economies of scale through shared
platforms.
Economy Hotel Brands
HanTing Hotel
Launched in 2005, HanTing Hotel is our economy hotel product with the value proposition of “Quality, Convenience and Value.”
HanTing Hotels also includes hotels we previously marketed under the name of Hanting Premium Hotels. These hotels are typically
located in areas close to major business and commercial districts. The HanTing Hotel targets knowledge workers and value- and quality-
conscious travelers. These hotels are equipped with complimentary wireless Internet access and laser printers, and a cafe serving
breakfast and simple meals. As of December 31, 2021, we had 3,027 HanTing Hotels in operation and an additional 696 HanTing Hotels
under development.
Ni Hao Hotel
Ni Hao Hotel is our economy hotel product targeting young customers. By digitalizing and standardizing independent hotels, it helps
improve their operational efficiency while maintaining their individual features. Ni Hao Hotels provide clean and comfortable lodging
experiences to the guests at affordable prices. As of December 31, 2021, we had 163 Ni Hao Hotels under development and had 70 Ni
Hao Hotel in operation.
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Hi Inn
Launched in late 2008 and originally marketed under the name of HanTing Hi Inn, Hi Inns target rational and price-conscious
travelers. These hotels offer compact rooms with comfortable beds and shower facilities and complimentary wireless Internet access
throughout the premises. These hotels provide basic and clean accommodations. As of December 31, 2021, we had 443 Hi Inns in
operation and an additional 117 Hi Inns under development.
Elan Hotel
In September 2014, we launched Elan Hotel. Elan Hotel is our economy hotel product committed to improving the operating
efficiency of individual micro, small- and medium-sized economy hotels. With the continuing upgrade of accommodations and services,
these hotels provide a high quality experience for young customers. As of December 31, 2021, we had 1,013 Elan Hotels in operation
and an additional 190 Elan Hotels under development.
Ibis Hotel
Ibis Hotel is an economy hotel brand that is recognized across the world for its quality, reliability and commitment to the
environment. It created the revolutionary bedding concept Sweet Bed by Ibis Hotel, and features welcoming, designer common areas and
ibis kitchen, the modern food and beverage offer. As of December 31, 2021, we had 219 Ibis Hotels in operation and an additional 28
Ibis Hotels under development.
Zleep Hotels
Zleep Hotels, our economy hotel brand, is a well-known and successful hotel brand in Scandinavia offering service and design at a
great rate. As of December 31, 2021, we had 14 Zleep Hotels in operation and an additional twelve Zleep Hotels under development.
Midscale Hotel Brands
JI Hotel
JI Hotel is a midscale brand that we launched in 2010, typically located in city centers or central business districts. These hotels
target travelers who seek a quality experience in hotel stays. JI Hotels offer rooms with quality comparable to three- to four-star rated
hotels, but are priced at competitive rates. In addition, these hotels offer complimentary wireless Internet access throughout the premises,
spacious lobbies with laser printers, computers, free drinks, and a cafe serving breakfast and simple meals. As of December 31, 2021, we
had 1,381 JI Hotels in operation and an additional 575 JI Hotels under development.
Orange Hotel
Orange Hotel, previously marketed under two brand names: Orange Hotel and Orange Select Hotel, is our midscale hotel brand.
These hotels are mini versions of our Crystal Orange Hotels with advanced sound-proof design. As of December 31, 2021, we had 432
Orange Hotels in operation and an additional 217 Orange Hotels under development.
Starway Hotel
Starway Hotel, our midscale brand, varies in the hotels’ designs and targets middle class travelers who seek a spacious room,
reasonable price and guaranteed quality. Starway Hotels offer rooms with quality comparable to three- to four-star rated hotels, but are
priced at competitive rates. In addition, these hotels typically offer complimentary Internet access throughout the premises, spacious
lobbies and meeting areas with complimentary tea and coffee. As of December 31, 2021, we had 528 Starway Hotels in operation and an
additional 252 Starway Hotels under development.
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Ibis Styles Hotel
Ibis Styles Hotel is a midscale brand that offers comfortable, designer hotels typically located in city centers or close to activity
centers. The brand’s distinctive all-inclusive package includes the room, all-you-can-eat breakfast buffet and broadband Internet
connection, plus a host of little extras. As of December 31, 2021, we had 79 Ibis Styles Hotels in operation and an additional 21 Ibis
Styles Hotels under development.
CitiGO Hotel
CitiGO Hotel is a lifestyle brand that mainly targets young people. Crafted by internationally prestigious designers, CitiGO blends
travel, sports and urban culture together to provide guests with unique lodging experience. With the concept of entry lux, fashion, social
life and fun, CitiGO offers trendy hospitality with affordable price. The hotel restaurant provides extra-long breakfast from 7:00 am to
12:00 pm, fresh coffee, craft beer and free late-night snack. As of December 31, 2021, we had 30 CitiGO Hotels in operation, and an
additional 7 CitiGO Hotels under development.
Upper Midscale Hotel Brands
Crystal Orange Hotel
Crystal Orange Hotel is our upper midscale hotel brand featuring boutique design hotels. These hotels are equipped with advanced,
four-star standard facilities, including free high-speed wireless internet access, intelligent lighting system, wireless speakers and sound-
proof design. As of December 31, 2021, we had 144 Crystal Orange Hotels in operation and an additional 58 Crystal Orange Hotels
under development.
IntercityHotel
IntercityHotel is our upper midscale urban hotel brand targeting business travelers. The hotels of IntercityHotel are usually located
within walking distance of train stations or airports. As of December 31, 2021, we had 49 IntercityHotels in operation and an additional
25 IntercityHotels under development, including two hotels in operation and eight pipeline hotels in China.
Manxin Hotel
Manxin Hotel was launched as an upper midscale brand of resorts in October 2013, and was previously branded as Manxin Hotel &
Resorts. Nowadays Manxin Hotel has become a brand with city hotels and resorts. These hotels are typically located in city centers or
business districts and holiday resort areas. Manxin Hotels offer high quality rooms, intelligent service system, rich breakfast, lunch,
afternoon tea, dinner and even coffee and drinks. Moreover, Manxin Hotel is aimed at bringing the guests a distinct experience by
presenting amazing space design and offering attractive activities. Live Lively is Manxin Hotel’s proposition. As of December 31, 2021,
we had 84 Manxin Hotels in operation and an additional 62 Manxin Hotels under development.
Mercure Hotel
Mercure Hotel is an upper midscale hotel brand that combines the strength of an international network with a strong quality
commitment with the warm experiences of hotels that are rooted in their local community, targeting business and leisure travelers around
the world. These hotels are typically located in city centers, by the sea or in the mountains. As of December 31, 2021, we had 125
Mercure Hotels in operation and an additional 50 Mercure Hotels under development.
Madison Hotel
We launched our new upper midscale hotel brands Madison Hotel and Grand Madison Hotel in 2019, which are committed to
offering guests a classic lodging experience. In 2020, we merged the Grand Madison Hotel brand into the Madison Hotel brand. These
hotels target business and leisure guests with high lodging standards and desire to understand more of the cities they are traveling in, and
offer comfortable accommodations, functional furnishings and facilities, and high-quality services. As of December 31, 2021, we had 37
Madison Hotels in operation, and an additional 56 Madison Hotels under development.
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Novotel Hotel
Novotel is an upper midscale brand that provides a multi-service offering for both business and leisure guests, with spacious,
modular rooms, 24/7 catering offers with balanced meals, meeting rooms, attentive and proactive staff, kid areas, multi-purpose lobbies
and fitness centers. These hotels are typically located in the heart of major international cities, business districts and tourist destinations.
As of December 31, 2021, we had 15 Novotel Hotels in operation and an additional 13 Novotel Hotels under development.
Upscale Hotel Brands
Joya Hotel
In December 2013, we launched our upscale brand Joya Hotel. These hotels are typically located in areas close to major business
and commercial districts in first- and second-tier cities and target affluent travelers and corporate events. Joya Hotel is designed for
guests to enjoy all-inclusive services, including complimentary breakfast, afternoon tea, healthy snacks, mini bar free drinks, gym,
automatic massage cabins and other premium services. The rooms are equipped with high-speed fiber access, full wireless coverage and
Bluetooth speakers. As of December 31, 2021, we had nine Joya Hotels in operation.
Blossom House
Blossom House, previously branded Blossom Hill Hotels & Resorts, is our upscale lifestyle and resort brand targeting affluent
travelers. Most of Blossom House hotels are located near typical scenic spots. As of December 31, 2021, we have 34 Blossom House
hotels in operation and an additional 39 Blossom House hotels under development.
Steigenberger Hotels & Resorts
Steigenberger Hotels & Resorts is our upscale lifestyle and resort brand targeting affluent travelers. The Steigenberger Hotels &
Resorts hotels are typically located in historic traditional buildings and lively city residences, and offer health and beauty oases set at the
very heart of nature. As of December 31, 2021, we had 56 Steigenberger Hotels & Resorts in operation and an additional 10
Steigenberger Hotels & Resorts under development, including 11 hotels in operation and five pipeline hotels in China.
MAXX by Steigenberger
MAXX by Steigenberger, our upscale conversion hotel brand, is a new, charismatic concept and focuses on creating a warm, feel-
good atmosphere in all destinations. As of December 31, 2021, we had seven MAXX by Steigenberger hotels in operation and six
MAXX by Steigenberger hotel under development, including two hotels in operation and five pipeline hotels in China.
Jaz in the City
Jaz in the City is our upscale lifestyle brand. Jaz in the City branded hotels reflect metropolitan lifestyle and draw upon the local
music and cultural scene. As of December 31, 2021, we have three Jaz in the City hotels in operation and one Jaz in the City hotels under
development.
Grand Mercure
Grand Mercure is a brand that offers an upscale network of hotels and apartments that combine local culture with world-class
services. With hotels that are uniquely adapted to each market, the brand helps guests “discover a new authentic”. As of December 31,
2021, we had seven Grand Mercure Hotels in operation and additional three Grand Mercure Hotels under development.
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Luxury Hotel Brand
Steigenberger Icon
Steigenberger Icon is our new brand. It is our first brand under luxury level, a prestigious level we granted only to our most
legendary Steigenberger hotels. Our Icon hotels situate at some of the world’s most privileged destinations, each Icon hotel tells its own
inimitable story and provides customers with unique lodging experience with the concept of luxury, heritage and simplicity. As of
December 31, 2021, we had nine Steigenberger Icon Hotels in operation and additional two Steigenberger Icon Hotels under
development.
Song Hotels
Song Hotels is our luxury hotel brand designed for high-end vacation experience. The development of this brand is inspired by
culture and the delicate aesthetics from Song dynasty. Song hotels convey a leisure and elegant lifestyle to its guests through the use of
the exquisite decoration and meticulous service. Simple but elegant artistic furnishings and garden landscape can be seen everywhere in
the hotel. As of December 31, 2021, we had six Song Hotels in operation and additional one Song Hotels under development.
Hotel Development
We mainly use the manachise and franchise models to expand our network in a less capital-intensive manner. We also lease the
properties of the hotels we operate. Other than the properties we acquired as part of our strategic alliance with Accor in 2016, and from
our acquisition of Blossom Hotel Management, we typically do not acquire properties ourselves, as owning properties is generally much
more capital intensive. We have adopted a systematic process with respect to the planning and execution of new development projects.
Our development department analyzes economic data by city, field visit reports and market intelligence information to identify target
locations in each city and form a three-year development plan for new hotels on a regular basis. The plan is subsequently reviewed and
approved by our investment committee. Once a property is identified in the targeted location, staff in our development department
analyzes the business terms and formulates a proposal for the project. In the case of a lease opportunity, the investment committee
evaluates each proposed project based on several factors, including the length of the investment payback period, the rate of return on the
investment, the amount of net cash flow projected during the operating period and the impact on our existing hotels in the vicinity. When
evaluating potential manachising and franchising opportunities, the investment committee considers the attractiveness of the location as
well as additional factors such as quality of the prospective franchisee and product consistency with our standards. Our investment
committee weighs each investment proposal carefully to ensure that we can effectively expand our coverage while concurrently
improving our profitability.
The following is a description of our hotel development process.
Manachised and franchised hotels
We open manachised and franchised hotels to expand our geographical coverage or to further penetrate in our existing markets.
Manachised and franchised hotels provide us valuable operating information in assessing the attractiveness of new markets, and
supplement our coverage in areas where the potential franchisees can have access to attractive locations by leveraging their own assets
and local network. As is the case with leased and owned hotels, we generally look to establish manachised and franchised hotels near
popular commercial and office districts that tend to generate stronger demand for hotel accommodations. Manachised and franchised
hotels must also meet specified criteria in connection with the infrastructure of the building, such as adequate water, electricity and
sewage systems.
We typically source potential franchisees through word-of-mouth referrals, applications submitted via our website and industry
conferences. Some of our franchisees operate several of our manachised and franchised hotels. In general, we seek franchisees who share
our values and management philosophies.
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We typically supervise the franchisees in designing and renovating their properties pursuant to the same standards required for our
leased and owned hotels, and provide assistance as required. We also provide technical expertise and recommend pre-selected qualified
suppliers to our franchisees. In addition, we appoint or train hotel managers and help train other hotel staff for our manachised hotels to
ensure that high quality and consistent services are provided throughout all our hotels.
Leased and owned hotels
We seek properties that are in central or highly accessible locations in economically more developed cities in order to maximize the
room rates that we can charge. In addition, we typically seek properties that will accommodate hotels of 80 to 300 rooms.
After identifying a proposed site, we conduct thorough due diligence and typically negotiate leases concurrently with the lessors. All
leases and development plans are subject to the final approval of our investment committee. Once a lease agreement has been executed,
we then engage independent design firms and construction companies to begin work on leasehold improvement. Our construction
management team works closely with these firms on planning and architectural design. Our contracts with construction companies
typically contain warranties for quality and requirements for timely completion of construction. Contractors or suppliers are typically
required to compensate us in the event of delays or poor work quality. A majority of the construction materials and supplies used in the
construction of our new hotels are purchased by us through a centralized procurement system.
Hotel Management
Our management team has accumulated significant experience with respect to the operation of hotels. Building on this experience,
our management team has developed a robust operational platform for our nationwide operations, implemented a rigorous budgeting
process, and utilized our real-time information systems to monitor our hotel performance. We believe these systems are critical in
maximizing our revenues and profitability. The following are some of the key components of our hotel management infrastructure:
Budgeting. Our budget and analysis team prepares a detailed annual cost and revenue budget for each of our leased and owned
hotels, and an annual revenue budget for each of our manachised and franchised hotels. The hotel budget is prepared based on, among
other things, the historical operating performance of each hotel, the performance of comparable hotels and local market conditions. We
may adjust the budget upon the occurrence of unexpected events that significantly affect a specific hotel’s operating performance. In
addition, our compensation scheme for managers in each hotel is directly linked to its performance against the annual budget.
Pricing. The room rates of our leased and owned hotels as well as manachised hotels are determined using a centralized RMS. We
adjust room rates regularly based on seasonality and market demand. We also adjust room rates for certain events, such as the China
Import and Export Fair held twice a year in Guangzhou, the World Expo in Shanghai in 2010 and public health events such as COVID-
19. Room rates for our franchised hotels are determined by the franchisees based on local market conditions.
Monitoring. Through our cloud-based property management system, we are able to monitor each hotel’s occupancy status, average
daily room rates, RevPAR and other operating data on a real-time basis. Real-time hotel operating information allows us to adjust our
sales efforts and other resources to rapidly capitalize on changes in the market and to maximize operating efficiency.
Centralized cash management. Our leased and owned hotels deposit cash into our central account several times a week. We also
generally centralize all payments for expenditures. Our manachised and franchised hotels manage their cash separately.
Centralized procurement. We have implemented a centralized procurement system to cope with our large procurement requirements.
Given the scale of our hotel network and our centralized procurement system, we have the purchasing power to secure favorable terms
from suppliers for all of our hotels.
Quality assurance. We have formed detailed brand standards on hotel facilities and interior decoration for us and our franchisees to
follow. We have also developed an operating manual to which our staff closely adhere to ensure the consistency and quality of our
customer experience. We conduct periodic internal quality checks of our hotels to ensure that our operating policies and procedures are
followed. We also engage “mystery guests” from time to time to ensure that we are providing consistent quality services. Furthermore,
we actively solicit customer feedback by conducting outbound e-mail surveys and monitor comments posted on our website and third-
party websites.
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Training. We view the quality and skill sets of our employees as essential to our business and thus have made employee training one
of our top priorities. Our Research and Study Center of Huazhu Group, previously known as HanTing College and HuaZhu University,
together with our regional management teams, offers structured training programs for our hotel managers, other hotel-based staff and
corporate staff. Our hotel managers are required to attend a three-week intensive training program, covering topics such as our corporate
culture, team management, sales and marketing, customer service, hotel operation standards and financial and human resource
management. A substantial number of our hotel managers have received training completion certificates. Our Research and Study Center
of Huazhu Group has prepared a new-hire training package to standardize the training for hotel-based staff across our hotel group. In
addition, we provide our corporate staff with various training programs, such as managerial skills, office software skills and corporate
culture. In 2021, our hotel-based staff and corporate staff on average received approximately 68 and 48 hours of training, respectively.
Technology Infrastructure and Digitalization
We have successfully developed and implemented an advanced proprietary and scalable group-level technology infrastructure, as
well as complete suite of hotel-level digital transformation initiatives. They cover our hotel operations by leveraging advanced
technologies such as algorithms, big data analytics, data mining, AI, machine learning and IoT. These facilities enable us to improve the
efficiency of our operations, make timely decisions and enhance our profitability.
As part of the 500-day IT integration program for our acquired Deutsche Hospitality, we also have deployed our in-house developed
applications to Deutsche Hospitality to improve its operational efficiency and enrich its customer experiences.
A Global Business Integration Project was also launched in 2021, which combines Huazhu’s fast development and digital expertise
with Deutsche Hospitality’s service excellence, international know-how and network. The aim is to collaboratively adapt the existing
systems and to develop new business models, platforms and tools to support Huazhu in becoming one of the fastest developing and best
performing hotel owner, operator and franchisor in the international market.
The following discusses certain key aspects of our technology infrastructure as well as our digitalization initiatives:
Technology Infrastructure
Customer relationship management (CRM) system. Our integrated CRM system maintains information of our H Rewards members,
including their reservation and consumption history and pattern, points accumulated and redeemed, and prepayment and balance. By
closely tracking and monitoring member information and behavior, we are able to better serve the members of our loyalty program and
offer targeted promotions to enhance customer loyalty. The CRM system also allows us to monitor the performance of our corporate
client sales representatives.
Central reservation system (CRS). We have an around-the-clock, real-time central reservation system available 24 hours a day, seven
days a week. Our central reservation system allows reservations through multiple channels including our mobile apps, call center, third-
party travel agents and online reservation partners. The real-time inventory management capability of the system improves the efficiency
of reservations, enhances customer satisfaction and maximizes our profitability.
Centralized revenue management system (RMS). Our RMS is the first in-house developed, large scale, fully automated RMS in
China’s hotel industry. Powered by in-house developed algorithms and AI, our RMS automatically adjusts room rates of all hotels within
our hotel network (including directly operated hotels, manachised hotels and franchised hotels) in a centralized manner at the group level
or the business unit level, based on the historical operating performance of each hotel, our competitors’ room rates and local market
conditions within minutes, effectively optimizing the hotel’s average daily room rates and occupancy levels. We believe our centralized
pricing system enhances our ability to adjust room rates in a timely fashion with a goal of optimizing average daily room rates and
occupancy levels across our network.
Centralized procurement system (CPS). Leveraging Internet of Things (“IoT”) technology, our CPS is one of the first and one of the
largest centralized procurement systems in China’s lodging industry in terms of total purchase. Our CPS has enabled us to efficiently
manage our operating costs, especially with respect to supplies used in large quantities, and allows all hotels across our network to make
bulk purchases of hotel supplies at the same time.
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Digitalization Initiatives
Cloud-based property management system (Cloud-PMS). A property management system, or PMS, is a hotel management software
suite that hotel managers and front desk staff use to manage every hotel’s daily business operations. Our Cloud-PMS is a cloud-based,
hotel-level application that is empowered by, and seamlessly integrated with, our centralized technology infrastructure (which is
comprised of our RMS and other group-level modules). 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 of our hotels. This system enables each hotel within our network to efficiently and cost-effectively manage its room inventory,
reservations and pricing on its own on a real-time basis through an Internet browser, which in turn optimizes each hotel’s occupancy rate,
average daily room rates and revenues generated per available room, or RevPAR. The system is designed to enable us to enhance our
profitability and compete more effectively by integrating with our CRS and CRM. We believe our Cloud-PMS has enabled our
management to more effectively assess the performance of our hotels on a timely basis and to efficiently allocate resources and
effectively identify specific market and sales targets.
“Easy” series. We have implemented an “Easy” series digital system to improve our hotel’s operating efficiency. For example, our
“Easy House Keeping” digital system, which is the first of its kind in the industry, streamlines and digitizes various hotel housekeeping
processes, including room cleaning, room status update and maintenance, which in turn reduces the time between check-out and check-in
of a hotel room, increasing hotel room turnover efficiency. This system features an in-house developed, designated mobile application
which automatically assigns cleaning or maintenance staff to a room that requires cleaning or repairs. In addition, our “Easy Invoicing”
digital system greatly simplifies the check-out process for business travelers.
Self-check-in/out kiosks. Our user-friendly, patented self-check-in/out kiosks, featuring advanced technologies such as facial
recognition, offer a completely automated replacement of the standard check-in/out services.
Digital payment initiatives. We currently offer a variety of convenient digital payment options for our hotel guests, including online
credit card payment, Alipay, WeChat Pay and Apple Pay.
Smart robots. We are one of the first hotel groups in China that have achieved large-scale deployment of smart robots. These AI-
powered smart robots, which we co-developed with a third-party technology company, can travel 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.
AI assistant. Our intelligent AI assistant, which we co-developed with a well-known third-party intelligent speech and AI service
provider, is the first AI assistant in China’s hotel industry. Embedded in our mobile apps, our intelligent AI assistant can engage in
conversation with hotel guests and answer their queries, thereby enhancing guest experience.
Smart rooms. A number of other smart features of our hotel rooms also help enhance the quality of guests’ stay. For example, one of
our AI initiatives, “Hello Huazhu,” also enables voice control of room facilities such as lights, TV, air-conditioning and window shades.
Complimentary Wi-Fi. We were one of the first in China to offer complimentary Wi-Fi to all hotel guests in 2013. This initiative has
greatly contributed to the growth of our customer base and has become mainstream in the industry.
Privacy and Data Security
We place a strong emphasis on data security. We have established an information security committee, which focuses on ensuring the
security of customer data and preventing data leakage by formulating policies and procedures and providing us with data protection
related guidance. We also have a dedicated information security center equipped with personnel specialized in data security, compliance
and risk management. This center is involved in key aspects of our business operations and provides other departments with professional
data security and risk management services.
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We have in place extensive policies, processes, network architecture, and software to protect customer data. Our major systems,
including those regarding property management, customer relationship management, as well as our website and mobile apps, have
passed the Level III information security protection assessment conducted by the China National Accreditation Service for Conformity
Assessment. We have also obtained the ISO27001 information security management certification and the ISO27701 privacy information
management certification. Our payment system has passed the payment card industry (“PCI”) data security standard (“DSS”)
requirements and security assessment procedures assessment. In addition, we collaborate with renowned consulting companies to
strengthen the infrastructure of our information technologies and systems and to ensure compliance with data protection laws and
regulations in the EU and China, such as the EU’s GDPR (as complemented by the German Federal Data Protection Act).
We collect personal information of our guests customarily required for their hotel booking, check-ins and check-outs, including their
names, ID numbers, mobile phone numbers and email addresses. All of the guests’ personal information is classified as the most
confidential data in our data security system. We have implemented stringent protocols to keep these data strictly confidential. We have a
dedicated team of professionals who conduct regular security testing on our systems and address system errors and bugs; and a dedicated
maintenance team for the maintenance of our systems, servers and databases. We also collaborate with renowned information security
companies regarding 24/7 system monitoring, emergency response, and other expert consultation, to further strengthen our data security.
Sales and Marketing
Our marketing strategy is designed to enhance our brand recognition and customer loyalty. Building and differentiating the brand
image of each of our hotel products is critical to increasing our brand recognition. We focus on targeting the distinct guest segments that
each of our hotel products serves and adopting effective marketing measures based on thorough analysis and application of data and
analytics. In 2021, approximately 83% of our room nights were sold through our own sales channels and the remaining 17% of our room
nights through intermediaries in legacy Huazhu.
We use our RMS and Cloud-PMS systems to conduct pricing management for all of our hotels except for our franchised hotels. We
review our hotel pricing regularly and adjust room rates as needed based on local market conditions and the specific location of each
hotel, focusing mainly on three factors: (i) optimum occupancy rate of the hotel and our other hotels nearby, (ii) seasonal demand for the
hotel and (iii) event-driven demand for the hotel.
A key component of our marketing efforts is the H Rewards, our loyalty program, which covers all of our brands. We believe the H
Rewards loyalty program allows us to build customer loyalty and conduct lower-cost, targeted marketing campaigns. As of December 31,
2021, our H Rewards had more than 193 million members. In 2021, approximately 75% of our room nights were sold to our H Rewards
members in legacy Huazhu. Members of the H Rewards are provided with discounts on room rates, free breakfasts (for gold and
platinum members), more convenient check-out procedures and other benefits. H Rewards members can also accumulate points through
stays in our hotels or by purchasing products and services provided at our hotels and from Hua Zhu Mall. These points can be used to
offset the room charges in our hotels, buy products in Hua Zhu mall, book transportations and tickets through our platform or be
redeemed for various coupons. The H Rewards includes five levels of membership: star, silver, rose gold, gold and platinum. Rose gold
membership is only available for corporate members of the H Rewards. H Rewards was previously known as HanTing Club and HuaZhu
Club.
Our marketing activities also include internet advertising, press and sponsored activities held jointly with our corporate partners and
advertisements on travel and business magazines.
Competition
The hotel industry in China is highly fragmented. A significant majority of the room supply has come from independent hotels, guest
houses and other lodging facilities. In recent years hotel groups emerged and began to consolidate the market by converting independent
hotels into hotel chains. As a multi-brand hotel group we believe that we compete primarily based on location, room rates, brand
recognition, quality of accommodations, geographic coverage, service quality, range of services, guest amenities and convenience of the
central reservation system. We primarily compete with other hotel chains as well as various independent hotels in each of the markets in
which we operate, including Chinese hotel groups such as BTG Homeinns and Jinjiang, as well as international hotel groups such as
Marriot, Intercontinental, Accor, Hilton and OYO. We also face competition from Airbnb and service apartments.
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Intellectual Property
We regard our trademarks, copyrights, domain names, trade secrets and other intellectual property rights as critical to our business.
We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with our employees,
lecturers, business partners and others, to protect our intellectual property rights.
The trademarks and logos used in our current hotels are under protection of the registered trademarks and logos. As of December 31,
2021, we registered 1,111 trademarks and logos with the China Trademark Office. As of December 31, 2021, we filed 157 trademark
applications pending for examination and review by the PRC trademark office. As of the same date, we also registered 1,004 trademarks
and filed 250 trademark applications outside China. As of December 31, 2021, we received 22 patents; another 7 patents were applied
and under review by relevant PRC authority. We also received copyright registration certificates for 140 software programs developed by
us as of December 31, 2021. In addition, we registered 894 national and international top-level domain names, including
www.huazhu.com, as of December 31, 2021. Our intellectual property is subject to risks of theft and other unauthorized use, and our
ability to protect our intellectual property from unauthorized use is limited. In addition, we may be subject to claims that we have
infringed the intellectual property rights of others. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business —
Failure to protect our tradenames and trademarks as well as other intellectual property rights could have a negative impact on our brands
and adversely affect our business.”
Insurance
We believe that our hotels are covered by adequate property and liability 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 and liability
insurance policies. We carry property insurance that covers the assets that we own at our hotels. Although we require our franchisees to
purchase customary insurance policies, we cannot guarantee that they will adhere to such requirements. 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 business, results
of operations and financial condition may be materially and adversely affected. See “Item 3. Key Information — D. Risk Factors —
Risks Related to Our Business — Our limited insurance coverage may expose us to losses, which may have a material adverse effect on
our reputation, business, financial condition and results of operations.”
Legal and Administrative Proceedings
In the ordinary course of our business, we, our directors, management and employees are subject to legal or administrative
proceedings. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us,
our directors, management and employees, we do not believe that any currently pending legal or administrative proceeding to which we,
our directors, management and employees are a party will have a material adverse effect on our business or reputation. See “Item 3. Key
Information — D. Risk Factors — Risks Related to Our Business — We, our directors, management and employees may be subject to
certain risks related to legal proceedings filed by or against us, and adverse results may harm our business.”
In October 2018, a proposed class action complaint was filed with the United States District Court in the Central District of
California against us and our management alleging violations of the U.S. securities laws in relation to a possible data breach in August
2018. This case was voluntarily dismissed by the plaintiffs on February 27, 2019.
As of December 31, 2021, we had several pending legal and administrative proceedings, including lease contract terminations and
disputes and management agreement disputes. As of the same date, our accrued contingencies remained was RMB54 million (US$8
million).
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Corporate Social Responsibility: Environmental Impact
We are committed to reducing our environmental footprint through various energy saving initiatives. For example, most of our hotels
use LED lights and are equipped with eco-friendly air source heat pump systems and solar energy systems. A majority of Legacy DH
hotels are using green electricity. We also continued our Green Living Initiative, which encourages customers to choose low-carbon and
environmental-friendly way of accommodation by reusing towels and bed sheets, etc. Moreover, we encourage customers to choose
electronic invoices through our Easy Invoice System to save paper resource and reduce carbon footprint. For Legacy DH, customers can
choose Green Conference Services to achieve climate-friendly meetings with CO2 compensation. In the future, we will further control
greenhouse gas emissions and actively promote energy conservation measures.
In addition, we keep improving our online energy consumption management system to timely and accurately track our hotels’
energy consumption, including electricity, water and gas consumption. This system helps us monitor the consumption level and cost per
room night and detect abnormal energy usage patterns. By analyzing data collected by this system, we are able to come up with energy-
saving solutions and improve the overall energy efficiency of our hotels. In order to improve product performance and reduce
environmental impact, we have also been upgrading the disposable items used in our hotels (such as slippers, toothbrushes, combs and
paper cups) to environmental friendly ones.
Moreover, Huazhu, together with the World Travel and Tourism Council (WTTC) and some other hotel groups, are planning to
launch an initiative to develop a global benchmark framework to accelerate the sustainable development process of hotel industry.
COVID-19 Outbreak: Response and Impact
In December 2019, COVID-19 was reported to have surfaced in Wuhan, China and subsequently spread throughout China. The
travel industry has been adversely affected by the outbreak of the COVID-19 since the beginning of 2020 due to the reduced traveler
traffic in China. In addition, after COVID-19 was declared by the World Health Organization as a Public Health Emergency of
International Concern on January 31, 2020, many foreign countries issued travel bans to China which further harmed the travel industry
in China. The Chinese government has also implemented strict nationwide containment measures against COVID-19, including travel
restrictions, lock-down of certain cities and hotel closures. Such containment measures negatively affected our hotels’ occupancy rate
and revenue. For example, we had over 2,000 hotels temporarily closed at the peak in February 2020. Due to the Chinese government’s
effective control of COVID-19, China’s domestic travel has gradually recovered, following eased travel restrictions and the national
policy for resuming production and work. Although China has temporarily controlled the outbreak, our revPAR recovery was still
significantly impacted by several COVID-19 resurgences. For example, the recovery was seriously interrupted by the large-scale
outbreak of Omicron variant in over 30 provinces since early March. Many cities were locked-down, such as Shanghai and Jilin, which
resulted in a sharp decline in business and leisure travels. As a result, our occupancy rate (excluding hotels under requisition) dropped to
around 59% in March 2022. However, the outbreak also led to a raising demand for quarantine and accommodation needs of medical
team and delivery riders. As of March 31, 2022, we had 1,299 hotels of legacy Huazhu under governmental requisition. For more
information, please see “Item 3. Key Information — 3.D. Risk Factors — Risk Related to Our Business — The COVID-19 outbreak has
adversely affected, and may continue to adversely affect, our financial and operating performance.” and “Item 5. Operating and Financial
Review and Prospects — 5.B. Liquidity and Capital Resources.”
Since the COVID-19 outbreak, we have taken various preventative measures, such as intelligent non-contact services, across our
hotels to help protect our employees and customers. In addition to the timely delivery of hotel supplies arranged by our centralized
procurement team, we have also offered temporary franchise fee reductions and have helped our franchisees to obtain lower-interest bank
loans to meet their short-term working capital needs. We are working diligently to keep all of our hotels in operation.
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As COVID-19 spreads globally, the hotel operations of Deutsche Hospitality in Europe have also been adversely affected since early
March 2020. Local governments in Europe imposed travel restrictions and lockdowns to contain the spread of COVID-19, and as a
result, a number of our Deutsche Hospitality hotels were temporarily closed in 2020. The German government announced certain relief
measures, including government subsidy and salary compensation for our furloughed employees. These government assistance measures
help lessen the negative effects from substantially reduced occupancy and hotel closures. Thanks to the progress of vaccination
campaigns and easing of social restrictions, Europe showed continuous business recovery trend. However, due to the third and fourth
waves of the COVID-19 pandemic in European countries, the operations of Deutsche Hospitality in the fourth quarter of 2021 were
impacted by tightened governmental control measures and testing requirements, which, as a result, disrupted the recovery trend. As of
December 31, 2021, all hotels of Deutsche Hospitality that were temporarily closed due to COVID-19 had resumed operation. Deutsche
Hospitality is undergoing a continuous RevPAR recovery since Germany unfolded its opening-up plan in mid-February 2022. The
RevPAR in March 2022 recovered to 65% of 2019 level, improved from only 47% in January 2022.
We have taken various cost and cash flow mitigation measures to counter the negative impact of COVID-19 on our results of
operations, such as (i) discussing with our leased hotel landlords for rent reduction and deferment, (ii) reducing or eliminating
discretionary spending, including marketing, non-essential training, and capital expenditures, and (iii) freezing new recruitments,
streamlining our staff, and placing a number of our hotel teams on temporary furlough and/or reducing their workdays to adjust for the
lower hotel occupancy rate. The Chinese government also announced a number of relief measures for Chinese companies, including
encouraged rental waivers, reduction and delayed payment of social insurance and taxes and continued support from financial
institutions. In particular, lessors for legacy Huazhu’s leased hotels in China have agreed to reduce and delayed our rental payment. In
addition, Deutsche Hospitality have secured commercial insurance compensation for hotel closure. We also actively sought new business
opportunities in the government’s fight against COVID-19, such as offering hotel beds to support government for pandemic prevention
and control. These measures have partially offset the adverse impact of COVID-19 on our operations.
The closure of our hotels and lower occupancy rate during this period may amount to an event of default under our banking
arrangements. We have managed to obtain the required waiver since the outbreak of COVID-19 in 2020. Since the outbreak, we have
also received further support from some of our banks in the form of additional banking facilities and lower interest rates.
Regulation
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. The
principal regulations governing foreign ownership of hotel businesses in the PRC are the Special Administrative Measures (Negative
List) for the Access of Foreign Investment (Edition 2021) issued on December 27, 2021, which became effective on January 1, 2022, and
the Industry Guidelines on Encouraged Foreign Investment (Edition 2020) issued on December 27, 2020, which became effective as of
January 27, 2021, both of which were promulgated by the PRC Ministry of Commerce, or the MOC, and the National Development and
Reform Commission, or the NDRC, as well as other negative lists (generally with fewer limitations) applicable to the free trade zones.
Pursuant to these regulations, there are no restrictions on foreign investment in limited service hotel businesses in China aside from
business licenses and other permits that every hotel must obtain. Similar with other industries in China, regulations governing the hotel
industry in China are still developing and evolving. As a result, most legislative actions consist of general measures such as industry
standards, rules or circulars issued by different ministries rather than detailed legislations. This section summarizes the principal PRC
regulations currently relevant to our business and operations.
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Regulations on Hotel Operation
The Ministry of Public Security issued the Measures for the Control of Security in the Hotel Industry in November 1987 and
amended it in 2011 and 2020, respectively, and the State Council promulgated the Decision of the State Council on Establishing
Administrative License for Necessarily Retained Items Requiring Administrative Examination and Approval in June 2004 and amended it
in January 2009 and August 2016, respectively. 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. Pursuant to the Measures for the Control of Security in the Hotel Industry, hotels failing to obtain the special industry
license may be subject to warnings or fines of up to RMB200. In addition, pursuant to the Law of the PRC on Penalties for the Violation
of Public Security Administration promulgated in August, 2005 and amended in October 2012, and 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. Operators of hotel businesses who have obtained the special industry license but violate applicable
administrative regulations may also be subject to revocation of such licenses in serious circumstances.
The State Council promulgated the Administrative Regulations on Sanitation of Public Places in April 1987 and amended it in
February 2016 and in April 2019, according to which, a hotel must obtain a public area hygiene license before opening for business.
Pursuant to this regulation, hotels failing to obtain a public area hygiene license may be subject to the following administrative penalties
depending on the seriousness of their respective activities: (i) warnings; (ii) fines; or (iii) orders to suspend or cease continuing business
operations. In March 2011, the Ministry of Health promulgated the Implementation Rules of the Administrative Regulations on Sanitation
of Public Places, which was amended in January 2016 and December 2017, according to which, starting from May 1, 2011, hotel
operators shall establish sanitation management system and keep records of sanitation management. The Standing Committee of the
National People’s Congress, or the SCNPC enacted the Food Safety Law of the PRC in February 2009, which was most recently
amended in April 2021, according to which any hotel that provides food must obtain a license. The State Administration for Market
Regulation, or the SAMR, (previously known as “China Food and Drug Administration”) enacted the Administrative Measures on
Administration of Food Business Licensing in August 2015 and amended it in November 2017, according to which any entity involving
sales of food or food services must obtain a food business license, and any food service license which had been obtained prior to October
1, 2015 will be replaced upon expiry by the food business license. Pursuant to the Food Safety Law of the PRC, hotels failing to obtain
the food business license (or formerly the food service 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.
The Fire Prevention Law of the PRC, promulgated in April 1998 and amended in October 2008, April 2019 and April 2021 by the
SCNPC, and the Provisions on Supervision and Inspection on Fire Prevention and Control, promulgated on April 30, 2009 and effective
as of May 1, 2009 and amended on July 17, 2012 by the Ministry of Public Security, together with the Interim Provisions on the
Administration of Fire Protection Design Review and Final Inspection of Construction Projects, promulgated on April 1, 2020 and
effective as of June 1, 2020, require that (i) the fire prevention design documents of special construction projects, such as hotels with
overall floor area of more than 10,000 square meters, shall be reviewed and inspected by local housing and urban-rural construction
authorities before construction; (ii) the construction of specific construction projects, such as hotels with overall floor area of more than
10,000 square meters be inspected and accepted by local housing and urban-rural construction authorities from a fire prevention
perspective before completion; and (iii) the public gathering places, such as hotels, shall complete fire prevention safety inspection with
the local fire and rescue department, which is a prerequisite for business opening. Pursuant to these regulations, related hotels failing to
obtain approval of fire prevention inspection and acceptance 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.
In January 2006, the State Council promulgated the Regulations for Administration of Entertainment Places, which was amended in
February 2016 and November 2020. The Ministry of Culture issued the Administrative Measures for Entertainment Places in February
2013 and amended it in December 2017. Under these regulations, hotels that provide entertainment facilities, such as discos or
ballrooms, are required to obtain a license for entertainment business operations.
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On October 18, 2010, the General Administration of Quality Supervision, Inspection and Quarantine and Standardization
Administration approved and issued 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 became effective on January 1, 2011. Under these regulations, all
hotels with operations of over one year are eligible to apply for a star rating assessment. There are five ratings from one star to five stars
for tourist hotels, assessed based on the level of facilities, management standards and quality of service. A star rating, once granted, is
valid for three years.
On September 21, 2012, the Ministry of Commerce promulgated the Provisional Administrative Measures for Single-purpose
Commercial Prepaid Cards, which was amended on August 18, 2016. Pursuant to this regulation, if an enterprise engaged in retail,
accommodation and catering, or residential services issues any single-purpose commercial prepaid card to its customers, it shall undergo
a record-filing procedure. For a hotel primarily engaged in the business of accommodation, the aggregate balance of the advance
payment under the single-purpose commercial prepaid cards it issued shall not exceed 40% of its income from its primary business in the
previous financial year.
On April 25, 2013, the Standing Committee of the National People’s Congress issued the Tourism Law of the PRC, which became
effective on October 1, 2013 and was most recently amended on October 26, 2018. According to this law, the accommodation operators
shall fulfill their obligations under the agreements with customers. If the accommodation operators subcontract part of their services to
any third party or involve any third party to provide services to customers, the accommodation operators shall assume the joint and
several liabilities with the third parties for any damage caused to the customers.
Regulations on Leasing
Under the Law of the PRC on Administration of Urban Real Estate promulgated by the SCNPC, which took effect as of January
1995 and was amended in August 2007, August 2009 and August 2019, respectively, and the Administrative Measures on Leasing of
Commodity House promulgated by the Ministry of Housing and Urban-rural Construction, which took effect as of February 1, 2011,
when leasing premises, the lessor and lessee are required to enter into a written lease contract, prescribing such provisions as the leasing
term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties. Both lessor and lessee are also
required to go through registration procedures to record the lease with the real estate administration department. Pursuant to these laws
and regulations and various local regulations, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee
may be subject to fines, and the leasing interest will be subordinated to an interested third party acting in good faith.
In May 2020, the National People’s Congress, the China legislature, passed the Civil Code of the PRC, or the Civil Code, which took
effect on January 1, 2021. According to Chapter 14, Book 3 of the Civil Code, which governs lease agreements, 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.
Pursuant to Chapter 17, Book 2 of the Civil Code, which where a mortgagor leases the mortgaged property and the possession
thereof has been transferred before the creation of mortgage interest, the previously established leasing relation shall not be affected; and
where a mortgagor leases the mortgaged property after the creation of the mortgage interest, the leasing interest will be subordinated to
the registered mortgage interest.
Regulations on Consumer Protection
In October 1993, the SCNPC promulgated the Law of the PRC on the Protection of the Rights and Interests of Consumers, or the
Consumer Protection Law, which became effective on January 1, 1994 and was amended in October 2013. 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 with certain safety requirements;
● to protect the safety of consumers;
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● 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;
● to obtain consents of consumers and to disclose the rules for the collection and/or use of information when collecting data or
information from consumers; to take technical measures and other necessary measures to protect the personal information
collected from consumers; not to divulge, sell, or illegally provide consumers’ information to others; not to send commercial
information to consumers without the consent or request of consumers or with a clear refusal from consumers;
● 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;
● to remind consumers in a conspicuous manner to pay attention to the quality, quantity and prices or fees of commodities or
services, duration and manner of performance, safety precautions and risk warnings, after-sales service, civil liability and other
terms and conditions vital to the interests of consumers under a standard form of agreement prepared by the business operators,
and to provide explanations as required by consumers; 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 listed 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. Art. 1198 of
the Civil Code further increases the liabilities of business operators engaged in the operation of hotels, restaurants, or entertainment
facilities and subjects such operators to tort liabilities for failing to guarantee the personal safety of others.
Regulations on Environmental Protection
In February 2012, the SCNPC issued the newly amended Law of the PRC 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.
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According to the Environmental Protection Law of the PRC promulgated by the SCNPC on December 26, 1989 and last amended on
April 24, 2014, the Environmental Impact Assessment Law of the PRC promulgated by the SCNPC on October 28, 2002 and last
amended on December 29, 2018, the Administrative Regulations on Environmental Protection for Construction Projects promulgated by
the State Council on November 29, 1998 and amended on July 16, 2017, the Interim Measures on Acceptance of Environmental
Protection for Completion of Construction Projects promulgated by the Ministry of Environmental Protection (renamed as the Ministry
of Ecology and Environment) on November 20, 2017 and effective as of the same date and the Category-Based Management Directory
on the Environmental Impact Assessment for Construction Projects (Edition 2021) issued by the Ministry of Ecology and Environment,
hotels which involve Environment Sensitive Areas should submit a Form on Environmental Impact Assessment to competent
environmental protection authorities for approvals, and shall prepare and make public an Acceptance Inspection Report of the
Environmental Protection Facilities before commencing the operation. Such Environment Sensitive Areas are defined by the Category-
Based Management Directory on the Environmental Impact Assessment for Construction Projects (Edition 2021), which was issued by
the Ministry of Ecology and Environment. Pursuant to the Environmental Impact Assessment Law, any hotel failing to obtain the
approval of the Form of Environmental Impact Assessment may be ordered to cease construction and restore the property to its original
state, and according to the violation activities committed and the harmful consequences thereof, be subject to fines of no less than 1% but
no more than 5% of the total investment amount for the construction project of such hotel. The person directly responsible for the project
may be subject to certain administrative penalties. Pursuant to the Administrative Regulations on Environmental Protection for
Construction Projects, where the construction project is put into production or use when the environmental protection facilities have not
undergone acceptance inspection or do not pass acceptance inspection, the responsible hotels may be ordered to make correction within a
stipulated period and subject to a fine ranging from RMB200,000 to RMB1 million; where correction is not made within the stipulated
period, a fine ranging from RMB1 million to RMB2 million will be imposed. The directly responsible person may be subject to a fine
ranging from RMB50,000 to RMB200,000. If the construction project causes any significant environmental pollution or ecological
damage, the production or use should be suspended, or the project should be closed down upon approval by the relevant local
government. Furthermore, any hotel failing to public the Acceptance Inspection Report may be ordered to publicize the Report, and may
be subject to a fine ranging from RMB50,000 to RMB200,000. The relevant breach may also be announced by local environmental
protection authorities.
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 Administrative Regulations on Commercial Franchising, which was promulgated by the State Council on
February 6, 2007 and became effective on May 1, 2007. The Administrative Regulations on Commercial Franchising were subsequently
supplemented by the Administrative Measures on Filing of Commercial Franchises, which was newly amended and promulgated by the
MOC on December 12, 2011 and became effective on February 1, 2012, and the newly amended Administrative Measures on
Information Disclosure of Commercial Franchises, which was promulgated by the MOC on February 23, 2012 and became effective 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 and training services to franchisees and ownership of at least two self-operated
storefronts that have been in operation for at least one year. 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.
Franchisors are generally required to file franchise contracts with the MOC or its local counterparts. Failure to report franchising
activities may result in penalties such as fines up to RMB100,000. Such noncompliance may also be bulletined. In the first quarter of
every year, franchisors are required to report to the MOC or its local counterparts any franchise contracts they executed, canceled,
renewed or amended in the previous year.
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 in his sole discretion within a set period of time upon signing of the franchise contract.
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Pursuant to the Administrative Measures on 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 services including operational guidance, technical support
and business training provided to the franchisee;
● detailed measures for guiding and supervising the operation of the franchisor;
● investment budget for all franchised hotels of the franchisee;
● the current numbers, territory and operation evaluation of the franchisees 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 RMB100,000. In addition, such noncompliance may be bulletined.
According to the Manual of Guidance on Administration for Foreign Investment Access (Edition 2008) promulgated by the MOC in
December 2008, if an existing foreign-invested company wishes to operate a franchise in China, it must apply to the MOC or its local
counterparts to expand its business scope to include “engaging in commercial activities by way of franchise.”
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Regulations on Trademarks
Both the Trademark Law of the PRC adopted by the SCNPC on August 23, 1982 and revised on August 30, 2013 and April 23,
2019, and the Implementation Regulation of the Trademark Law of the PRC adopted by the State Council on August 3, 2002 and revised
on April 29, 2014 give protection to the holders of registered trademarks and trade names. The National Intellectual Property
Administration (Trademark Office) handles trademark registrations. Trademarks can be registered for a term of ten years and can be
extended for another ten years if requested upon expiration of any ten-year term. Trademark licensing agreements should be submitted to
the Trademark Office for record. Without the filing, the trademark licensing should not be used against a bona fide third party.
Regulations on Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Control Regulations of the PRC
promulgated by the State Council, as amended on August 5, 2008, or the Foreign Exchange Regulations. Under the Foreign Exchange
Regulations, the RMB is freely convertible for current account items, including the distribution of dividends, interest payments, trade and
service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of
investments and investments in securities outside of China, unless the prior approval of the State Administration of Foreign Exchange, or
the SAFE, is obtained and prior registration with the SAFE is made.
The Circular on Reforming the Management Method regarding the Settlement of Foreign Exchange Capital of Foreign-invested
Enterprises (“Circular 19”), promulgated by the SAFE on March 30, 2015 and last amended on December 30, 2019, allows foreign-
invested enterprises to make equity investments by using RMB funds 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 willingness-based foreign exchange settlement of
capital for foreign-invested enterprises is temporarily set at 100%. The SAFE can adjust such proportion in due time based on the
circumstances of the international balance of payments. However, Circular 19 and the Circular on Reforming and Regulating the
Management Policies on the Settlement of Capital Projects, promulgated by the SAFE on and effective as of June 9, 2016, 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 in securities and other investments except for bank’s principal-secured
products, providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use.
On October 23, 2019, the SAFE promulgated the Circular on Further Promoting the Facilitation of Cross-border Trade and
Investment (“Circular 28”). Pursuant to Circular 28, on the basis of allowing investment-oriented foreign-invested enterprise (including
foreign-invested investment companies, foreign-invested venture capital enterprises and foreign-invested equity investment enterprises)
to use capital funds for domestic equity investment in accordance with laws and regulations, non-investment foreign-invested enterprises
shall be allowed to use capital funds for domestic equity investment in accordance with the laws under the premise of not violating the
Negative List and the authenticity and compliance of their domestic invested projects.
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According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related
Business issued by the SAFE on April 10, 2020, eligible enterprises are allowed to make domestic payments by using their capital funds,
foreign credits and the income under capital accounts of overseas listing, with no need to provide the evidentiary materials concerning
authenticity of such capital for banks in advance, provided that their capital use shall be authentic and in line with provisions, and
conform to the prevailing administrative regulations on the use of income under capital accounts. The concerned bank shall conduct spot
checking in accordance with the relevant requirements.
On December 25, 2006, the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control
and its Implementation Rules were issued by the SAFE on January 5, 2007, both of which became effective on February 1, 2007. The
Implementation Rules was later amended on May 29, 2016. Under these regulations, all foreign exchange matters involved in the
employee stock ownership plan, stock option plan and other similar plans, participated by onshore individuals shall be transacted upon
approval from the SAFE or its authorized branch. On February 25, 2012, the SAFE promulgated the Notice on Relevant Issues
Concerning Foreign Exchange Control on Domestic Individuals Participating in the Stock Incentive Plan of An Overseas Listed
Company, or Circular 7, to replace the Operating Procedures for Administration of Domestic Individuals Participating in the Employee
Stock Option Plan or Stock Option Plan of An Overseas Listed Company. Under Circular 7, the board members, supervisors, officers or
other employees, including PRC citizens and foreigners having lived within the territory of the PRC successively for at least one year of
a PRC entity, who participate in stock incentive plans or equity compensation plans by an overseas publicly listed company, or the PRC
participants, are required, through a PRC agent or PRC subsidiaries of such overseas publicly-listed company, to complete certain foreign
exchange registration procedures with respect to the plans upon the examination by, and approval of, the SAFE. We and our PRC
participants who have been granted stock options are subject to Circular 7. If our PRC participants who hold such options or our PRC
subsidiary fail to comply with these regulations, such participants and their PRC employer may be subject to fines and legal sanctions.
Regulations on Foreign Investment
The SCNPC enacted the Foreign Investment Law of the PRC on March 15, 2019 and the State Council promulgated the
Implementation Regulations of Foreign Investment Law of the PRC on December 26, 2019, both of which came into force on January 1,
2020. On December 30, 2019, the MOC and the SAMR jointly promulgated the Measures on Reporting of Foreign Investment
Information, which also became effective on January 1, 2020. Under these laws and regulations, foreign investors or foreign-invested
enterprises shall report and update investment information to the competent authorities for commerce through the Enterprise Registration
System and the Enterprise Credit Information Publicity System. Any foreign investor or foreign-invested company found to be non-
compliant with these reporting obligations may potentially be subject to fines and legal sanctions.
The Foreign Investment Law of the PRC, together with its Implementation Regulations replaced, in their entirety, the trio of previous
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. Generally speaking, the Company Law of the PRC or the Partnership Law of the PRC (promulgated by the SCNPC in
February 1997 and amended in August 2006) shall apply with respect to the organization of foreign-invested enterprises. The Foreign
Investment Law of the PRC provides that foreign invested enterprises established according to the previous laws regulating foreign
investment may maintain their current structure and corporate governance during the five-year transition period. This implies that we
may be required to adjust the structure and corporate governance of certain of our PRC subsidiaries in the transition period. Failure to
take timely and appropriate measures to cope with any of these or similar regulatory compliance requirements may lead to regulatory
incompliance and hence materially and adversely affect our current corporate structure, corporate governance and business operations.
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Regulations on Share Capital
In October 2005, the SCNPC issued the amended Company Law of the PRC, which became effective on January 1, 2006 and was
amended in October 2018. On June 17, 2014, the MOC issued the Notice of the Ministry of Commerce on Improving the Administration
of Foreign Investment Review. Pursuant to the above regulations, shareholders of a foreign-invested company are obligated to make full
and timely contribution to the registered capital of the foreign-invested company in accordance with the company’s articles of association
pursuant to which the restrictions or requirements on the percentage of initial capital contribution, the percentage of cash contribution
and the period of contribution imposed on foreign-invested companies (including companies invested by investors from Taiwan, Hong
Kong and Macao regions) are abolished. A company which proposes to reduce its registered capital shall prepare a balance sheet and a
list of assets. The company shall notify its creditors within ten days from the date of resolution on reduction of registered capital and
publish an announcement in the newspapers within 30 days. The creditors may, within 30 days from receipt of the notice or within 45
days from the announcement date, require the company to settle the debts or provide a corresponding guarantee. Shareholders of certain
of our PRC subsidiaries have mandatory preemptive rights.
Regulations on Dividend Distribution
The principal regulations governing distribution of dividends of foreign-invested enterprises include the Company Law of the PRC
(the “Company Law”).
Under the Company Law, companies shall contribute 10% of the profits into their statutory surplus reserve upon distribution of their
post-tax profits of the current year. A company may discontinue the contribution when the aggregate sum of the statutory surplus reserve
is more than 50% of its registered capital.
Regulations on Offshore Financing
On October 21, 2005, the SAFE issued Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’
Corporate Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or Circular 75, which became effective as
of November 1, 2005. Under Circular 75, if PRC residents use assets or equity interests in their PRC entities as capital contributions to
establish offshore companies or inject assets or equity interests of their PRC entities into offshore companies to raise capital overseas,
they are required to register with local SAFE branches with respect to their overseas investments in offshore companies. PRC residents
are also required to file amendments to their registrations if their offshore companies experience material events involving capital
variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long-term equity or debt
investments or uses of assets in China to guarantee offshore obligations. Moreover, Circular 75 applies retroactively. As a result, PRC
residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past
were required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006. Under the relevant rules,
failure to comply with the registration procedures set forth in Circular 75 may result in restrictions being imposed on the foreign
exchange activities of the relevant onshore company, including the increase of its registered capital, the payment of dividends and other
distributions to its offshore parent or affiliate and the capital inflow from the offshore entity, and may also subject relevant PRC residents
to penalties under PRC foreign exchange administration regulations. PRC residents who control our company are required to register
periodically with the SAFE in connection with their investments in us.
The SAFE issued a series of guidelines to its local branches with respect to the operational process for SAFE registration, including
the Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration
Policies for Direct Investment, or Circular 59, which came into effect as of December 17, 2012. The guidelines standardized more
specific and stringent supervision on the registration required by Circular 75. For example, the guidelines impose obligations on onshore
subsidiaries of an offshore entity to make true and accurate statements to the local SAFE authorities in case any shareholder or beneficial
owner of the offshore entity is a PRC citizen or resident. Untrue statements by the onshore subsidiaries will lead to potential liability for
the subsidiaries, and in some instances, for their legal representatives and other individuals.
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On July 4, 2014, the SAFE issued the Circular of the State Administration of Foreign Exchange on Relevant Issues concerning
Foreign Exchange Administration of the Overseas Investment and Financing and Round-trip Investments by Domestic Residents through
Special Purpose Vehicles, or Circular 37, which became effective and suspended Circular 75 on the same date, and Circular 37 shall
prevail over any other inconsistency between itself and relevant regulations promulgated previously. Pursuant to Circular 37, any PRC
residents, including both PRC institutions and individual residents, are required to register with the local branch of the SAFE before
making a contribution to an enterprise directly established or indirectly controlled by the PRC residents outside of the PRC for the
purpose of overseas investment or financing with their legally owned domestic or offshore assets or equity interests, referred to in this
circular as a “special purpose vehicle”. Under Circular 37, the term “PRC institutions” refers to entities with legal person status or other
economic organizations established within the territory of the PRC. The term “PRC individual residents” includes all PRC citizens (also
including PRC citizens abroad) and foreigners who habitually reside in the PRC for economic benefit. A registered special purpose
vehicle is required to amend its SAFE registration or file with respect to such vehicle in connection with any change of basic information
including PRC individual resident shareholder, name, term of operation, or PRC individual resident’s increase or decrease of capital,
transfer or exchange of shares, merger, division or other material changes. In addition, if a non-listed special purpose vehicle grants any
equity incentives to directors, supervisors or employees of domestic companies under its direct or indirect control, the relevant PRC
individual residents could register with the local branch of the SAFE before exercising such options. The SAFE simultaneously issued
guidance to its local branches with respect to the implementation of Circular 37. Under Circular 37, failure to comply with the foreign
exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant onshore
company, including restrictions on the payment of dividends and other distributions to its offshore parent company and the capital inflow
from the offshore entity, and may also subject the relevant PRC residents and onshore company to penalties under the PRC foreign
exchange administration regulations. See “Risk Factors—Risks Related to Doing Business in China—PRC regulations relating to the
establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to personal liability
and limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute profits to us, or otherwise
adversely affect us.”
On September 14, 2015, the National Development and Reform Commission issued the Circular of the National Development and
Reform Commission on Promoting the Administrative Reform of the Record-filing and Registration System for the Issuance of Foreign
Debts by Enterprises to remove the quota review and approval system for the issuance of foreign debts (including bonds and loans for
more than 1 year) by enterprises, reform and innovate the ways that foreign debts are managed, and implement the administration of
record-filing and the registration system.
Regulations on Merger and Acquisition and 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.
While the application of this new regulation remains unclear, we believe, based on the advice of our PRC counsel, that the CSRC
approval is not required in the context of our Listing because we established our PRC subsidiaries by means of direct investment other
than by merger or acquisition of domestic companies, and we started to operate our business in the PRC through foreign invested
enterprises before September 8, 2006, the effective date of the New M&A Rule. However, we cannot assure you that the relevant PRC
government agency, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory
body subsequently determines that CSRC’s approval was required for our Listing, we may face sanctions by the CSRC or other PRC
regulatory agencies, which could have a material adverse effect on our business, financial condition, results of operations, reputation and
prospects, as well as the trading prices of our ADSs and/or ordinary shares.
The New M&A Rule also established additional procedures and requirements that could make merger and acquisition activities by
foreign investors more time-consuming and complex, including requirements in some instances that the MOC be notified in advance of
any change of control transaction in which a foreign investor takes control of a PRC domestic enterprise.
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On July 30, 2017, for the purpose of promoting the reform of the foreign investment administrative system and simplifying the
administrative procedures, the MOC amended the Interim Measures for the Record-filing Administration of the Incorporation and
Change of Foreign-invested Enterprises which was promulgated in October 2016 and further amended in June 2018. According to the
amended interim measures, a record-filing administration system shall apply to foreign investors’ mergers and acquisitions of domestic
non-foreign-invested enterprises and strategic investments in listed companies, provided that they do not involve the implementation of
special access administrative measures prescribed by the PRC government or involve the mergers and acquisitions of affiliates.
On December 30, 2019, for the purpose of further promoting the foreign investment administration and simplifying the
administrative procedures, the MOC and the SAMR promulgated the Measures on Reporting of Foreign Investment Information, which
became effective on January 1, 2020 and suspended the Interim Measures for the Record-filing Administration of the Incorporation and
Change of Foreign-invested Enterprises on the same date. Under this regulation, an information reporting system shall apply to foreign
investors’ mergers and acquisitions of domestic non-foreign-invested enterprises and strategic investments in listed companies, provided
that they comply with the implementation of special access administrative measures prescribed by the PRC government and do not
involve the mergers and acquisitions of affiliates. Specifically, under the information reporting system, where a new foreign-invested
enterprise is incorporated or a non-foreign invested enterprise changes to a foreign-invested enterprise through acquisition, merger or
other means, such incorporation or change no longer requires approval or record-filing of MOC, but shall be reported online to the
commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity
System, together with the registration with the relevant department of the SAMR through the same systems.
Regulation on Security Review
In August 2011, the MOC promulgated the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers
and Acquisitions of Domestic Enterprises by Foreign Investors, or the MOC Security Review Rule, which came into effect on September
1, 2011, to implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and
Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011. Under these regulations, a security review
is required for foreign investors’ mergers and acquisitions having “national defense and security” implications and mergers and
acquisitions by which foreign investors may acquire “de facto control” of domestic enterprises having “national security” implications.
In addition, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to a security
review, the MOC will look into the substance and actual impact of the transaction. The MOC Security Review Rule further prohibits
foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments,
leases, loans, control through contractual arrangements or offshore transactions. Based on the above regulations, on December 19, 2020,
the NDRC and MOC jointly issued the Measures for the Security Review of Foreign Investments, which became effective as of January
18, 2021. The Measures for the Security Review of Foreign Investments establishes a comprehensive security review system of foreign
investments, which, among others, expands the review subjects to various types of foreign investments that affect or may affect national
security, including greenfield investments and investments in other forms. Similar to the previous regulations, the foreign investments
subject to security review include investments having “national defense security” implications and investments by which foreign
investors may acquire “de facto control” of invested enterprises having “national security” implications.
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Regulations on Labor Contracts and Social Security
The Labor Law of the PRC, which was promulgated by the SCNPC on July 5, 1994, came into effect on January 1, 1995, and was
amended on August 27, 2009 and December 29, 2018, the Labor Contract Law of the PRC that became effective on January 1, 2008, as
amended on December 28, 2012, and the Implementation Regulations on Labor Contract Law of the PRC which was promulgated and
came into effect on September 18, 2008 by the State Council seek to clarify the responsibilities of both employers and employees and
codifies certain basic rights and protections of employees. Among others, the Labor Contract Law of the PRC provides that after
completing two fixed-term employment contracts, an employee that desires to continue working for an employer is entitled to require a
non-fixed-term employment contract. In addition, employees who have been employed for more than ten years by the same employer are
entitled to require a non-fixed-term contract. The Labor Contract Law of the PRC also requires that the employees dispatched from
human resources outsourcing firms or labor agencies be limited to temporary, auxiliary or substitute positions. Furthermore, an employer
may be held jointly liable for any damages to its dispatched employees caused by its human resources outsourcing firm or labor agency if
it hired such employees through these entities. According to the Interim Provisions on Labor Dispatch, which was promulgated in
January 2014 and took effect in March 2014, to implement the provisions of the Labor Contract Law of the PRC regarding labor
dispatch, a company is permitted to use dispatched employees for up to 10% of its labor force and the companies currently using
dispatched employees are given a two-year grace period after March 1, 2014 to comply with this limit.
According to the Individual Income Tax Law of the PRC, which was promulgated on September 10, 1980 by the National People’s
Congress, last amended by the SCNPC on August 31, 2018 and came into effect on January 1, 2019, companies operating in China are
required to withhold individual income tax on employees’ salaries based on the actual salary of each employee upon payment.
According to the Law on Social Insurance of the PRC, which was promulgated by the SCNPC on October 28, 2010, came into effect
on July 1, 2011, and was amended on December 29, 2018, the Provisional Regulations on the Collection and Payment of Social
Insurance Premium, which was promulgated by the State Council on January 22, 1999 and amended on March 24, 2019, and the
Regulations on the Administration of Housing Provident Fund, which was promulgated by the State Council on April 3, 1999 and came
into effective on the same date, and was amended on March 24, 2002 and March 24, 2019, employers are required to contribute, on
behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance,
basic medical insurance, occupational injury insurance, maternity insurance and housing provident funds. Employers who fail to
contribute may be fined and ordered to make good the deficit within a stipulated time limit.
Considering the PRC governmental authorities have continued to introduce various new labor-related regulations since the
effectiveness of the labor contract law, and the interpretation and implementation of these regulations are still evolving, we cannot assure
you that our employment practice will at all times be deemed in compliance with the new regulations. If we are subject to severe
penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be
adversely affected. See “Risk Factors—Risks Related to Our Business—Our current employment practices may be adversely impacted
under the applicable labor laws.”
Regulation on Information Protection on Networks
On December 28, 2012, the 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 usage rules and adhere
to the principles of legality, rationality and necessarily, explicitly state the 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.
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On July 16, 2013, the Ministry of Industry and Information Technology, or the MIIT, issued the Provisions on the Protection of
Personal Information of Telecommunication and Internet User. The requirements under this order are stricter and specific compared to
the above decision issued by the National People’s Congress. According to the provisions, 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 provide services for the users to de-register 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 provisions state, in broad terms, that violators may
face warnings, fines, public exposure and, criminal liability whereas the case constitutes a crime.
On June 1, 2017, the Cybersecurity Law of the PRC promulgated in November, 2016 by the 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 accordingly. Pursuant to this
law, the violators may be subject to: (i) warning; (ii) confiscation of illegal gains and fines equal to one to ten times 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 January 1, 2021, the Civil Code promulgated in May 2020 by the SCNPC became effective. The Civil Code protects individuals’
right to personal information and provides for similar requirements for personal information protection as the Cybersecurity Law.
Individuals may bring up civil litigations based on the Civil Code if their right to personal information is infringed upon.
From criminal law perspective, the PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and
Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally
disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtained through
theft or other illegal ways.
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Regulation on Information Protection on Networks in Europe
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 (GDPR), complemented by EU Member States law on data
protection (e.g. in Germany the German Federal Data Protection Act), imposes 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 EEA 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. Therefore, the GDPR applies to our EU entities as well as the offering of services by our non-EU entities
when EU guests are targeted. The GDPR imposes on subject companies a large number of obligations, which relate for example, but are
not limited, to (i) the principles applying to the processing of personal data, for example, lawfulness, fairness, transparency, purpose
limitation, data minimization and “privacy by design”, accuracy, storage limitations to process and store personal data only as long as
necessary, access restrictions on a “need to know basis”, and ensuring security and confidentiality of personal data by technical and
organizational measures; (ii) the ability of the controller to demonstrate compliance with such principles (accountability); (iii) the
obligation to identify a legal basis before the processing (special requirements apply to certain specific categories of data such as health
related data and other sensitive data); and (iv) data subjects rights (for example, transparency, right of information about personal data
processed, right of access/receive copies, right to rectification, right to erasure, right to restrict processing, right to data portability, and
right to object to a processing under certain circumstances). This leads to companies being under the obligation to implement a number
of formal processes and policies reviewing and documenting the privacy implications of the development, acquisition, or use of all new
products and services, technologies, or types of data. The GDPR provides for substantial fines for breaches of data protection
requirements, which, depending on the infringed provisions of the GDPR, can go up to either (thresholds depending on the obligations
which have been breached): (i) 2% of the group’s annual worldwide turnover of the preceding financial year or EUR10 million,
whichever is greater, or (ii) 4% of the group’s annual worldwide turnover of the preceding financial year or EUR20 million, whichever is
greater. The fine may be imposed instead of, or in addition to, measures that may be ordered by supervisory authorities (for example,
request to cease the processing). The GDPR and EU Member States law also provide for private enforcement mechanisms and, in the
most severe cases, criminal liability.
The Directive (EC) 2002/58 of 12 July 2002 concerning the processing of personal data and the protection of privacy in the
electronic communications sector imposes restrictions on the use of cookies and similar means as well as on website tracking, including
the requirement to obtain informed consent for storage or access to information stored on a user’s terminal equipment in the EU in
certain cases (in particular for cookies which track for marketing purposes). The forthcoming Regulation on privacy and electronic
communications, aiming at repealing the Directive 2002/58, will update the current rules (it is not yet known when this will be enacted,
but it is expected to include similar strict rules). Sanctions may be imposed on companies not fully compliant with all practices in
relation to the implementation of the regulation on e-privacy; the relation to the GDPR is not fully clear, but in the worst case, the same
sanctions as which under the GDPR may apply.
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4.C. Organizational Structure
The following diagram illustrates our corporate and ownership structure, the place of formation and the ownership interests of our
subsidiaries as of March 31, 2022.
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The following table sets forth summary information for our significant subsidiaries as of March 31, 2022.
Major Subsidiaries
China Lodging Holdings (HK) Limited
H World Holdings Singapore Pte. Ltd.
HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
HanTing (Tianjin) Investment Consulting Co., Ltd
HanTing Technology (Suzhou) Co., Ltd.
HanTing (Shanghai) Enterprise Management Co., Ltd.
Starway Hotel Management (Shanghai) Co., Ltd.
HuaZhu Hotel Management Co., Ltd.
Jizhu Information Technology (Shanghai) Co., Ltd.
ACL Greater China Limited
Huazhu Investment I Limited
Yagao Meihua Hotel Management Co., Ltd.
Orange Hotel Management (China) Co., Ltd.
Beijing Crystal Orange Hotel Management Consulting Co., Ltd.
Huazhu Hotel Management (Ningbo) Co., Ltd.
H-World Information and Technology Co., Ltd (盟广信息技术有限公司)
Steigenberger Hotels Aktiengesellschaft
Intercity Hotel GmbH
4.D. Property, Plants and Equipment
Percentage of
Ownership
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
86.85%
100%
100%
Date of
Incorporation/Acquisition
October 22, 2008
April 14, 2010
March 3, 2006
January 16, 2008
December 3, 2008
December 14, 2010
May 1, 2012
August 16, 2012
February 26, 2014
January 25, 2016
November 10, 2017
January 25, 2016
May 25, 2017
May 25, 2017
July 20, 2018
November 7, 2013
January 2, 2020
January 2, 2020
Place of Incorporation
Hong Kong
Singapore
PRC
PRC
PRC
PRC
PRC
PRC
PRC
Hong Kong
Hong Kong
PRC
PRC
PRC
PRC
PRC
Germany
Germany
Our headquarters are located in Shanghai, China and occupy nearly 18,000 square meters of office space, about 1,500 square meters
of which is owned by us and the rest is leased. As of December 31, 2021, we leased 729 out of our 7,830 hotel facilities with an
aggregate size of approximately 5.1 million square meters, including approximately 124,300 square meters subleased to others. As of
December 31, 2021, we owned nine out of our 7,830 hotel facilities with an aggregate size of approximately 93,000 square meters. For
detailed information about the locations of our hotels, see “Item 4. Information on the Company — B. Business Overview — Our Hotel
Network.”
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
5.A. Operating Results
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our
consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may
contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results 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” or in other parts of this annual report on Form 20-F.
Overview
We are a leading, fast-growing multi-brand hotel group in China with international operations. Our hotels are operated under three
different models: leased and owned, franchised, and franchised hotels that we operate under management contracts, which we refer to as
“manachised.” We expanded our hotel network from 5,618 hotels as of December 31, 2019 to 7,830 hotels as of December 31, 2021,
representing a CAGR of 18.1%. As of December 31, 2021, we had 7,830 hotels in operation, including 738 leased and owned hotels and
7,092 manachised and franchised hotels, with an aggregate of 753,216 hotel rooms. As of the same date, we were developing an
additional 2,608 hotels, including 46 leased and owned hotels and 2,562 manachised and franchised hotels. On January 2, 2020, we
completed the acquisition of Deutsche Hospitality and have consolidated its financial information since then. As a result, our financial
information for the years ended December 31, 2020 and 2021, and any future years are not comparable with our financial information for
the prior years.
Our total revenue was RMB11,212 million, RMB10,196 million and RMB12,785 million (US$2,006 million) in 2019, 2020 and
2021, respectively. We had net income attributable to Huazhu Group of RMB1,769 million and net loss attributable to Huazhu Group of
RMB2,192million in 2019 and 2020, respectively. We recorded net loss attributed to Huazhu Group of RMB465 million (US$73 million)
in 2021. Our adjusted EBITDA (non-GAAP) amounted to RMB3,349 million, negative RMB244 million and RMB1,571 million
(US$247 million) in 2019, 2020 and 2021, respectively, and our net cash provided by operating activities amounted to RMB3,293
million, RMB609 million and RMB1,342 million (US$210 million) in these respective periods.
Specific factors affecting our results of operations
While our business is affected by factors relating to general economic conditions and the lodging industry in China and other
jurisdictions in which we operate, including business and leisure travel of the customers and market competition (see “Item 3. Key
Information — D. Risk Factors — Risks Related to Our Business — Our operating results are subject to conditions affecting the lodging
industry in general” and “—The lodging industries in China and Europe are competitive, and if we are unable to compete successfully,
our financial condition and results of operations may be harmed”), 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 largely depend on the size of our hotel network.
Furthermore, we believe that the expanded geographic coverage of our hotel network will enhance our brand recognition.
Whether we can successfully increase the number of hotels and hotel rooms in our hotel group is largely affected by our ability
to effectively identify and lease, own, manachise or franchise additional hotel properties at desirable locations on commercially
favorable terms and the availability of funding to make necessary capital investments to open these new hotels.
● The fixed-cost nature of our business. A significant portion of our operating costs and expenses, including rent and depreciation
and amortization, is relatively fixed. As a result, an increase in our revenues achieved through higher RevPAR generally will
result in higher profitability. Vice versa, a decrease in our revenues, in particular with respect to hotels temporarily closed
during the COVID-19 outbreak, could result in a disproportionately larger decrease in our earnings because our operating costs
and expenses are unlikely to decrease proportionately.
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● The number of new leased and owned hotels under development. Generally, the operation of each leased and owned hotel goes
through three stages: development, ramp-up and mature operations. During the development stage, our leased and owned hotels
generate no revenue. In addition, we bear the pre-opening expenses for a substantial majority of our leased and owned hotels,
which generally range from approximately RMB1.5 million to RMB20.0 million per hotel. For certain of our hotels (under
Deutsche Hospitality), the landlords are responsible for renovating the hotels (other than soft furnishing) and we are not
required to pay rent until this renovation is completed. During periods when a large number of new leased and owned hotels are
under development, the pre-opening expenses incurred may have a significant negative impact on our financial performance.
● The mix of mature and new leased and owned hotels, manachised hotels and franchised hotels. When a new hotel starts
operation and goes through the ramp-up stage, the occupancy rate is relatively low and the room rate may be subject to
discount. Revenues generated by these hotels are lower than those generated by mature hotels and may be insufficient to cover
their operating costs, which are relatively fixed in nature and are similar to those of mature hotels. The lower profitability
during the ramp-up stage for leased and owned hotels may have a significant negative impact on our financial performance. The
length of the ramp-up stage may be affected by factors such as hotel size, seasonality and location. New hotels opened in lower-
tier cities generally have longer ramp-up period. On average, it takes our hotels approximately six months to ramp up. We
define mature leased and owned hotels as those that have been in operation for more than six months. Our mature leased and
owned hotels have been and will continue to be the main contributor to our revenues in the foreseeable future.
Under the manachise and franchise models, we generate revenues from franchise and service fees we charge to each manachised
and franchised hotel while the franchisee bears substantially all the capital expenditures, pre-opening and operational expenses.
The hotel operating costs relating to manachised hotels are mainly costs for hotel managers as we hire and send them to
manachised hotels. An increasing proportion of manachised and franchised hotels in our hotel mix will allow us to benefit from
the recurring cash inflows from franchise and service fees with minimal upfront costs and capital expenditures.
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.
Non-financial Key Performance Indicators
Our non-financial key performance indicators consist of (i) change in the total number of hotels and hotel rooms in our hotel group,
(ii) RevPAR, especially RevPAR achieved by our leased and owned hotels, and (iii) same-hotel RevPAR change.
Change in the total number of hotels and hotel rooms. We track the change in the total number of hotels and hotel rooms in
operation to monitor our business expansion. Our total hotels in operation increased from 5,618 as of December 31, 2019 to 7,830 as of
December 31, 2021.
Our total number of hotel room-nights available for sale increased from 171.7 million as of December 31, 2019 to 243.0 million as
of December 31, 2021. Due to the impact of COVID-19, we had a large number of hotels in China temporarily closed in the first quarter
of 2020. During the first quarter of 2020, Chinese governmental authorities also requisitioned a total of 610 of our hotels (including
approximately two million room-nights, approximately 12% of which were from our leased hotels) in various locations and during
different periods for the accommodation of medical support workers and for quarantine purposes in relation to COVID-19. As of
December 31, 2021, we had 147 hotels under governmental requisition in China. As a result, as of December 31, 2021, excluding hotels
under governmental requisition or temporarily closed, the total room-nights available for sale was 234.8 million for legacy Huazhu.
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As COVID-19 spread globally, the hotel operations of Deutsche Hospitality in Europe have also been adversely affected since early
March 2020. Local governments in Europe imposed travel restrictions and lockdowns to contain the spread of COVID-19, and as a
result, a number of our Deutsche Hospitality hotels were temporarily closed in 2020. As of December 31, 2021, all hotels of Deutsche
Hospitality that were temporarily closed due to COVID-19 had resumed operation. As of December 31, 2021, excluding a small number
of hotels which were temporarily closed for reasons unrelated to COVID-19, the total room-nights available for sale was 8 million for
legacy DH.
The following table sets forth various measures of changes in the total number of hotels and hotel rooms (excluding room-nights of
hotels under governmental requisition or temporarily closed) as of the dates indicated.
Total hotels in operation
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotel rooms in operation
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotel room-nights available for sale
Leased and owned hotels
Manachised hotels
Franchised hotels
As of December 31,
2019
2020
2021
Legacy Huazhu
Legacy DH
Legacy Huazhu
5,618
688
4,519
411
536,876
87,465
418,700
30,711
171,660,048
32,018,639
130,860,614
8,780,795
6,669
681
5,718
270
628,135
90,942
515,338
21,855
193,819,296
31,286,112
154,743,646
7,789,583
120
72
28
20
24,027
13,371
5,630
5,026
6,488,185
3,998,572
1,439,155
1,050,458
7,706
662
6,797
247
728,143
91,284
617,340
19,519
234,841,153
32,818,789
195,076,643
6,945,721
Legacy DH
124
76
27
21
25,073
14,264
5,390
5,419
8,203,832
4,933,508
1,681,517
1,588,807
RevPAR. RevPAR is a commonly used operating measure in the lodging industry and is defined as the product of average occupancy
rates and average daily room 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. From year to
year, occupancy of our portfolio may fluctuate as a result of changes in the mix of our mature and ramp-up hotels, as well as special
events such as the Shanghai Expo in 2010 and public health events such as COVID-19. We set the room rates of our hotels primarily
based on the location of a hotel, room rates charged by our competitors within the same locality, and our relative brand and product
strength in the city or city cluster. From year to year, average daily room rates of our portfolio may change due to our yield management
practice, city mix change and special events such as the Shanghai Expo in 2010 and public health events such as COVID-19.
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The following table sets forth our RevPAR, average daily room rate and occupancy rate for legacy Huazhu’s leased and owned
hotels as well as manachised and franchised hotels for the periods indicated.
RevPAR (1) (in RMB)
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotels in operation
Average daily room rate (1) (in RMB)
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotels in operation
Occupancy rate (as a percentage)
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotels in operation
Weight of hotel room-nights available for sale contributed by leased and owned hotels
less than 6 months (as a percentage)(2)
2019
Year Ended December 31,
2020
2021
(Excluding hotels under requisition)
240
189
174
198
276
223
240
234
87
85
73
84
4
166
147
129
149
241
204
208
210
69
72
62
71
4
202
168
155
172
286
231
238
239
71
73
65
72
4
(1) The RevPAR and average daily room rates disclosed in this annual report for legacy Huazhu are based on the tax-inclusive room
rates.
(2) Represents (i) the aggregate of monthly hotel room-nights available for sale in a given period of leased and owned hotels, which had
been in operation for less than six months, divided by (ii) the aggregate of monthly total hotel room-nights available for sale in that
given period.
RevPAR may change from period to period due to (i) the change in the mix of our leased and owned hotels in the ramp-up and
mature phases, (ii) the change in the mix of our hotels in different cities and locations, (iii) the change in the mix of our hotels of
different brands, and (iv) the change in same-hotel RevPAR. The RevPAR for all hotels in operation of legacy Huazhu (excluding hotels
under governmental requisition) in 2021 was higher than the RevPAR for all of our hotels in operation of legacy Huazhu (excluding
hotels under governmental requisition) in 2020 primarily due to relief of COVID-19 restriction measures and recovery from COVID-19.
The RevPAR for all hotels in operation of legacy Huazhu (excluding hotels under governmental requisition) in 2020 was lower than the
RevPAR for all of our hotels in operation in 2019, primarily due to the outbreak of COVID-19 and the Chinese government’s measures
to contain its spread, which resulted in lower occupancy rates and average daily room rates of our hotels.
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The following table sets forth the RevPAR, average daily room rate and occupancy rate for the leased hotels as well as manachised
and franchised hotels of legacy DH for the periods indicated.
RevPAR(1) (in EUR)
Leased and owned hotels
Manachised hotels
Franchised hotels
All hotels in operation
Average daily room rate (in EUR)
Leased and owned hotels
Manachised hotels
Franchised hotels
All hotels in operation
Occupancy rate (as a percentage)
Leased and owned hotels
Manachised hotels
Franchised hotels
All hotels in operation
Year Ended December 31,
2020
2021
30
29
34
31
89
89
82
88
34
32
42
35
29
31
41
32
91
85
93
90
32
37
44
35
(1) The RevPAR and average daily room rates for legacy DH are based on the tax-exclusive room rates.
The RevPAR for all hotels in operation of legacy DH in 2021 was higher than that of 2020, primarily due to relief of COVID-19
restriction measures and recovery from COVID-19. The RevPAR for all hotels in operation of legacy DH in 2020 was lower than 2019,
primarily due to the outbreak of COVID-19 in Europe and the relevant governments’ measures to contain its spread.
The seasonality of our business may cause fluctuations in our quarterly RevPAR. We typically have the lowest RevPAR in the first
quarter due to reduced travel activities in winter and during the Spring Festival holidays, and the highest RevPAR in the third quarter due
to increased travel during summer, though this may not be true for this year given the COVID-19 impact. National and regional special
events that attract large numbers of people to travel may also cause fluctuations in our RevPAR.
The following table sets forth quarterly RevPAR of legacy Huazhu’s hotels for the periods indicated.
March 31,
2020
June 30,
2020
September 30,
2020
For the Three Months Ended
December 31,
2020
March 31,
2021
June 30,
2021
September 30,
2021
December 31,
2021
RevPAR (in RMB):
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotels in operation
92
88
75
88
138
126
106
127
211
173
162
179
217
181
174
186
156
135
125
138
252
203
194
210
206
173
156
177
193
159
144
163
The following table sets forth the quarterly RevPAR of the hotels operated by legacy DH for the periods indicated.
For the Three Months Ended
March June
30, 2020 30, 2020
September December March
31, 2020
June
31, 2021 30, 2021 30, 2021
September December
31, 2021
RevPAR (in EUR):
Leased and owned hotels
Manachised hotels
Franchised hotels
Total hotels in operation
31, 2020
51
37
44
46
86
15
18
16
16
34
35
41
35
16
16
22
17
12
12
20
13
17
19
29
20
45
51
52
48
41
37
57
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Same-hotel RevPAR change. Our overall RevPAR trend does not reflect the trend of a stable and mature portfolio, because it may
fluctuate when city mix and mix of mature and ramp-up hotels change. We track same-hotel year-over-year RevPAR change for legacy
Huazhu’s hotels in operation for at least 18 months to monitor the RevPAR trend for our mature hotels on a comparable basis. The
following table sets forth our same-hotel RevPAR for hotels in operation under legacy Huazhu (excluding hotels under governmental
requisition) for at least 18 months for the periods indicated.
Number of hotels in operation
for at least 18 months
RevPAR (RMB)
Same-hotel RevPAR change
March 31,
2020
June 30,
2020
September 30,
2020
December 31,
2020
March 31,
2021
June 30,
2021
September 30,
2021
December 31,
2021
For the Three Months Ended
3,271 3,539
87
125
3,712
178
3,876
186
4,209 4,537
138
210
4,803
176
5,075
162
(as a percentage)
(52.8)
(40.8)
(19.8)
(7.6)
50.2
58.1
(5.9)
(15.6)
(1) In calculating the same-hotel RevPAR change (as a percentage) of our mature hotels in a specified period, which are hotels in
operation for at least 18 months as at the beginning of one of the months within this period, the average RevPAR of these hotels in
the months in which they are mature hotels within this period is compared with the average RevPAR of these same hotels in the
corresponding months of the prior year.
Financial Key Performance Indicators
Our financial key performance indicators consist of (i) revenues, (ii) operating costs and expenses, (iii) EBITDA and Adjusted
EBITDA, and (iv) net cash provided by operating activities.
Revenues. We primarily derive our revenues from operations of our leased and owned hotels and franchise and service fees from our
manachised and franchised hotels. The following table sets forth the revenues generated by our leased and owned as well as manachised
and franchised hotels and other revenues, each in absolute amount and as a percentage of total revenues for the periods indicated.
2019
(RMB)
%
Year Ended December 31,
2020
(RMB)
%
(In millions except percentages)
(RMB)
Revenues:
Leased and owned hotels
Manachised and franchised hotels
Others
Total revenues
7,718
3,342
152
11,212
68.8
29.8
1.4
100.0
6,908
3,136
152
10,196
67.8
30.8
1.4
100.0
8,118
4,404
263
12,785
2021
(US$)
1,274
691
41
2,006
%
63.5
34.4
2.1
100.0
● Leased and Owned Hotels. In 2019, we generated revenue of RMB7,718 million from our leased and owned hotels, which
accounted for 68.8% of our total revenues for the year. In 2020, we generated revenues of RMB6,908 million from our leased
and owned hotels, which accounted for 67.8% of our total revenues for the year. In 2021, we generated revenue of RMB8,118
million (US$1,274 million) from our leased and owned hotels, which accounted for 63.5% of our total revenues for the year.
We expect that revenues from our leased and owned hotels will continue to constitute a majority of our total revenues in the
foreseeable future. As of December 31, 2021, we had 46 leased and owned hotels under development.
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For our leased hotels, we lease properties from real estate owners or lessors and we are responsible for hotel development
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 substantially all aspects of hotel operations and management,
including hiring, training and supervising the hotel managers and employees required to operate our hotels and purchasing
supplies. Our typical lease term ranges from ten to 30 years. For a substantial majority of our hotels, we typically enjoy an
initial two- to eight-month rent-free period. For certain of our hotels (under Deutsche Hospitality), the landlords are responsible
for renovating the hotels (other than soft furnishing) and we are not required to pay rent until this renovation is completed. We
generally pay fixed rent on a monthly, quarterly or biannual basis for the first three to five years of the lease term, after which
we are generally subject to a 2% to 6% increase every three to five years or, for Deutsche Hospitality’s hotels, generally annual
adjustments based on consumer price index levels.
Our owned hotels include the hotels we acquired as part of our strategic alliance with Accor in 2016. and the ones we
acquired through acquisition of Blossom Hotel Management in 2018.
Our revenues generated from leased and owned hotels are significantly affected by the following two operating measures:
● The total number of room nights available from the leased and owned hotels in our hotel group. The future growth of
revenues generated from our leased and owned hotels will depend significantly upon our ability to expand our hotel group
into new locations and maintain and further increase our RevPAR at existing hotels.
● RevPAR achieved by our leased and owned hotels, which represents the product of average daily room rates and occupancy
rates. To understand factors impacting our RevPAR, please see “– Non-financial Key Performance Indicators – RevPAR.”
● Manachised and Franchised Hotels. In 2019, we generated revenues of RMB3,342 million from our manachised and franchised
hotels, which accounted for 29.8% of our total revenues for the year. In 2020, we generated revenues of RMB3,136 million
from our manachised and franchised hotels, which accounted for 30.8% of our total revenues for the year. In 2021, we
generated revenues of RMB4,404 million (US$691 million) from our manachised and franchised hotels, which accounted for
34.4% of our total revenues for the year. We expect that revenues from our manachised and franchised hotels will increase in
the foreseeable future as we add more manachised and franchised hotels in our hotel group. We also expect the number of our
manachised and franchised hotels as a percentage of the total number of hotels in our network to increase. As of December 31,
2021, we had 2,562 manachised and franchised hotels under development.
● Manachised Hotels. Our franchisees either lease or own their hotel properties and also invest in the renovation of their
properties according to our product standards. Our franchisees are typically responsible for the costs of developing and
operating the hotels, including renovating the hotels according to our standards, and all of the operating expenses. We
manage our manachised hotels and impose the same standards for all manachised hotels to ensure product quality and
consistency across our hotel network. Management services we provide to our franchisees for our manachised hotels
generally include hiring, appointing and training hotel managers, managing reservations, providing sales and marketing
support, conducting quality inspections and providing other operational support and information. We believe that our
manachise model has enabled us to quickly and effectively expand our geographical coverage and market share in a less
capital-intensive manner through leveraging the local knowledge and relationships of our franchisees.
We collect fees from our franchisees and do not bear the loss incurred or otherwise share any profit realized by our
franchisees. They are also responsible for all costs and expenses related to hotel construction and refurbishing. Our
franchise and management agreements for manachised hotels typically run for an initial term of eight to ten years, and for
our hotels under Deutsche Hospitality, 15 to 20 years.
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For our manachised hotels under legacy Huazhu, our franchisees are generally required to pay us an upfront franchise fee
typically ranging between RMB80,000 and RMB1,000,000 per hotel. In general, we charge a monthly franchise fee of
approximately 3% to 6.5% of the gross revenues generated by each manachised hotel. We also collect from franchisees a
reservation fee for using our central reservation system and a membership registration fee for customers who join our H
Rewards loyalty program at the manachised hotels. In addition, we charge system maintenance and support fees and other
IT service fees from our franchisees for sharing our technology infrastructure with our manachised hotels. Furthermore, we
employ and appoint hotel managers for the manachised hotels and charge franchisees manager fee on a monthly basis.
For our manachised hotels under Deutsche Hospitality, the franchisees have historically been required to pay Deutsche
Hospitality a management fee consisting of a base fee of 0.5% to 3.5% of the hotel’s turnover and an incentive fee of 6% to
10% of the hotel’s adjusted gross operating profit. Deutsche Hospitality participates in the distribution of the manachised
hotel’s profit and charges a marketing fee for a few manachised hotels. General manager compensation of a manachised
hotel, including salaries, social security contribution, and various benefits and bonuses, is borne by the manachised hotel.
For some manachised hotels outside Germany, Deutsche Hospitality further charges a license fee of approximately 0.5% to
1% of the hotel’s turnover. We are gradually adapting the terms of Deutsche Hospitality’s franchise and management
agreements to be similar to those of our other manachised hotels.
● Franchised Hotels. Under our typical franchise agreements, we provide our franchisees with training, central reservation,
sales and marketing support, technology support, quality assurance inspections and other operational support and
information. We do not appoint hotel managers for our franchised hotels. We collect fees from the franchisees of our
franchised hotels and do not bear any loss incurred or otherwise, share any profit realized by our franchisees. Our franchise
agreements for our franchised hotels typically run for an initial term of eight to ten years, and for our hotels under Deutsche
Hospitality, 10 to 15 years.
For our franchised hotels under legacy Huazhu, we charge our franchised hotels fees on generally the same terms as our
manachised hotels, except that we do not appoint hotel managers to our franchised hotels and thus do not charge these
hotels a monthly management service fee.
For our franchised hotels under Deutsche Hospitality, the franchisees have historically been required to pay Deutsche
Hospitality a franchise fee of approximately 0.5% to 4.0% of the hotel’s gross room revenue turnover. Some hotels outside
Germany are charged a fixed franchise fee ranging from EUR40,000 to EUR150,000 per year. Most franchised hotels are
also charged a central service fee (or marketing fee in older contracts) and a license fee. We are gradually adapting the
terms of Deutsche Hospitality’s franchise agreements to be similar to those of our other franchised hotels.
● Other Revenues. Other revenues of RMB152 million, RMB152 million and RMB263 million (US$41 million) in 2019,
2020 and 2021, respectively, represented revenues generated from services other than the operation of hotel businesses,
which mainly included revenues from the provision of IT products and services to hotels and revenues from Hua Zhu mall
and other revenues from legacy DH.
Operating Costs and Expenses. Our operating costs and expenses consist of costs for hotel operation, other operating cost, selling
and marketing expenses, general and administrative expenses and pre-opening expenses. To mitigate the impact of COVID-19, we have
taken measures to improve our cost structure, including negotiating with landlords to reduce or delay rental payments, streamlining our
hotel staff, work shift sharing, temporary furlough of staff, and reducing or eliminating discretionary spending and capital expenditures.
The following table sets forth the components of our operating costs and expenses, both in absolute amount and as a percentage of total
revenues for the periods indicated.
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Total revenues
Operating costs and expenses
Hotel operating costs:
Rents
Utilities
Personnel costs
Depreciation and amortization
Consumables, food and beverage
Others
Total hotel operating costs
Other operating costs
Selling and marketing expenses
General and administrative expenses
Pre-opening expenses
Total operating costs and expenses
2019
(RMB)
%
Year Ended December 31,
2020
(RMB)
%
(In millions except percentages)
(RMB)
2021
(US$)
%
11,212
100.0
10,196
100.0
12,785
2,006
100.0
2,624
404
1,854
960
793
555
7,190
57
426
1,061
502
9,236
23.4
3.6
16.5
8.5
7.1
5.0
64.1
0.5
3.8
9.5
4.5
82.4
3,485
478
2,501
1,316
885
1,064
9,729
52
597
1,259
288
11,925
34.2
4.7
24.5
12.9
8.7
10.4
95.4
0.5
5.9
12.3
2.8
116.9
3,900
507
3,022
1,413
969
1,471
11,282
58
641
1,545
81
13,607
612
80
474
222
152
230
1,770
9
101
242
13
2,135
30.5
4.0
23.6
11.1
7.6
11.5
88.3
0.4
5.0
12.1
0.6
106.4
● Hotel Operating Costs. Our hotel operating costs consist primarily of costs and expenses directly attributable to the operation of
our leased and owned as well as manachised hotels. Leased and owned hotel operating costs primarily include rental payments
and utility costs for hotel properties, compensation and benefits for our hotel-based employees, costs of hotel room consumable
products and depreciation and amortization of leasehold improvements, intangible assets and land use rights. Manachised hotel
operating costs primarily include compensation and benefits for manachised hotel managers and other limited number of
employees directly hired by us, which are recouped by us in the form of monthly service fees. We anticipate that our hotel
operating costs in absolute amount will increase as we continue to open new hotels. Our hotel operating costs as a percentage of
our total revenue may change from period to period mainly driven by three factors: (i) the hotel operating costs as a percentage
of revenues from our leased and owned hotels, (ii) the operating costs, mainly personnel costs, as a percentage of revenues from
the manachised and franchised business and (iii) the weight of manachised and franchised hotels in our revenue mix.
● Selling and Marketing Expenses. Our selling and marketing expenses consist primarily of commissions to travel intermediaries,
expenses for marketing programs and materials, bank fees for processing bank card payments, and compensation and benefits
for our sales and marketing personnel, including personnel at our centralized reservation center. We expect that our selling and
marketing expenses will increase as our sales increase and as we further expand into new geographic locations and promote our
brands.
● General and Administrative Expenses. Our general and administrative expenses consist primarily of compensation and benefits
for our corporate and regional office employees and other employees who are not sales and marketing or hotel-based
employees, travel and communication expenses of our general and administrative staff, costs of third-party professional
services, and office expenses for corporate and regional offices. We expect that our general and administrative expenses will
increase as we hire additional personnel and incur additional costs in connection with the expansion of our business.
● Pre-opening Expenses. Our pre-opening expenses consist primarily of rents, personnel cost, and other miscellaneous expenses
incurred prior to the opening of a new leased or owned hotel.
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Our pre-opening expenses are largely determined by the number of pre-opening hotels in the pipeline and the rental fees incurred
during the development stage. Landlords typically offer a two- to eight-month rent-free period at the beginning of the lease.
Nevertheless, rental is booked during this period on a straight-line basis. Therefore, a portion of pre-opening expenses is non-cash rental
expenses. For certain of our hotels (under Deutsche Hospitality), the landlords are responsible for renovating the hotels (other than soft
furnishing) and we are not required to pay rent until this renovation is completed. The following table sets forth the components of our
pre-opening expenses for the periods indicated.
Rents
Personnel cost
Others
Total pre-opening expenses
Year Ended December 31,
2019
(RMB)
2020
(RMB)
2021
(RMB)
(US$)
(In millions)
460
14
28
502
251
15
22
288
68
5
8
81
11
1
1
13
Our hotel operating costs, selling and marketing expenses and general and administrative expenses include share-based
compensation expenses. The following table sets forth the allocation of our share-based compensation expenses, both in absolute amount
and as a percentage of total share-based compensation expenses, among the cost and expense items set forth below.
Hotel operating costs
Selling and marketing expenses
General and administrative expenses
Total share-based compensation expenses
2019
2020
(RMB) %
(RMB) %
(RMB)
2021
(US$)
%
Year Ended December 31,
35
3
72
110
31.8
2.7
65.5
100.0
(In millions except percentages)
39
34.4
4
3.3
66
62.3
109
100.0
42
4
76
122
6
1
10
17
35.8
3.7
60.5
100.0
We adopted our 2007 Global Share Plan and 2008 Global Share Plan in February and June 2007, respectively, expanded the 2008
Global Share Plan in October 2008, adopted the 2009 Share Incentive Plan in September 2009, and expanded the 2009 Share Incentive
Plan in October 2009, August 2010 and March 2015. We did not grant any options to purchase our ordinary shares in 2019, 2020 and
2021. We granted 6,780,430, 4,934,070 and 2,163,420 shares of restricted stock in 2019, 2020 and 2021, respectively. We recognized
share-based compensation as compensation expenses in the statement of comprehensive income based on the fair value of equity awards
on the date of the grant, with the compensation expenses recognized over the period in which the recipient is required to provide service
to us in exchange for the equity award. Share-based compensation expenses have been categorized as hotel operating costs, general and
administrative expenses, or selling and marketing expenses, depending on the job functions of the grantees.
EBITDA and Adjusted EBITDA. We use earnings before interest income, interest expense, income tax expense (benefit) and
depreciation and amortization, or EBITDA, a non-GAAP financial measure, to assess our results of operations before the impact of
investing and financing transactions and income taxes. Given the significant investments that we have made in leasehold improvements,
depreciation and amortization expense comprises a significant portion of our cost structure. We believe that EBITDA is widely used by
other companies in the lodging industry and may be used by investors as a measure of our financial performance. We also use Adjusted
EBITDA, another non-GAAP measure, which is defined as EBITDA before share-based compensation expenses and unrealized gains
(losses) from fair value changes of equity securities. We present Adjusted EBITDA because it is used by our management to evaluate our
operating performance. We also believe that Adjusted EBITDA provides useful information to investors and others in understanding and
evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across
accounting periods and to those of our peer companies.
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The following tables present certain unaudited financial data and selected operating data for the periods indicated:
Non-GAAP Financial Data
EBITDA(1)
Adjusted EBITDA (1)
Year Ended December 31,
2019
(RMB)
2020
(RMB)
2021
(RMB)
(US$)
(In millions)
3,555
3,349
(631)
(244)
1,366
1,571
215
247
(1) We believe that EBITDA is a useful financial metric to assess our operating and financial performance before the impact of
investing and financing transactions and income taxes. Given the significant investments that we have made in leasehold
improvements, depreciation and amortization expense comprises a significant portion of our cost structure. In addition, we believe
that EBITDA is widely used by other companies in the lodging industry and may be used by investors as a measure of our financial
performance. We believe that EBITDA will provide investors with a useful tool for comparability between periods because it
eliminates depreciation and amortization expense attributable to capital expenditures. We also use Adjusted EBITDA, which is
defined as EBITDA before share-based compensation expenses and unrealized gains (losses) from fair value changes of equity
securities. We present Adjusted EBITDA because it is used by our management to evaluate our operating performance. We also
believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our consolidated
results of operations in the same manner as our management and in comparing financial results across accounting periods and to
those of our peer companies. Our calculation of EBITDA and Adjusted EBITDA does not deduct foreign exchange loss of RMB35
million and RMB317 million (US$50 million) in 2019 and 2021, respectively, and foreign exchange gain of RMB175 million in
2020. The presentation of EBITDA and 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 EBITDA and Adjusted EBITDA has certain limitations. Depreciation and amortization expense for various long-term
assets, income tax, interest income and interest expense have been and will be incurred and are not reflected in the presentation of
EBITDA. Share-based compensation expenses and unrealized gains (losses) from fair value changes of equity securities 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, EBITDA or 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 depreciation and amortization, interest income, interest expense, income tax expense, share-based compensation
expenses, unrealized gains (losses) from fair value changes of equity securities, capital expenditures and other relevant items both in our
reconciliations to the U.S. GAAP financial measures and in our consolidated financial statements, all of which should be considered
when evaluating our performance.
The terms EBITDA and Adjusted EBITDA are not defined under U.S. GAAP, and neither EBITDA nor Adjusted EBITDA is 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 EBITDA or
Adjusted EBITDA may not be comparable to EBITDA or Adjusted EBITDA or similarly titled measures utilized by other companies
since such other companies may not calculate EBITDA or Adjusted EBITDA in the same manner as we do.
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A reconciliation of EBITDA and Adjusted EBITDA to net income, which is the most directly comparable U.S. GAAP measure, is
provided below:
For the Year Ended December 31,
2021
2019
(RMB)
2020
(RMB)
(RMB)
(US$)
Net income (loss) attributable to our company
Interest income
Interest expense
Income tax expense (benefit)
Depreciation and amortization
EBITDA (Non-GAAP)
Share-based compensation expenses
Unrealized (gains) losses from fair value changes of equity securities
Adjusted EBITDA (Non-GAAP)
(In millions)
1,769
(160)
315
640
991
3,555
110
(316)
3,349
(2,192)
(119)
533
(215)
1,362
(631)
122
265
(244)
(465)
(89)
405
12
1,503
1,366
109
96
1,571
(73)
(14)
64
2
236
215
17
15
247
Net Cash Provided by Operating Activities. Our net cash provided by operating activities is primarily attributable to our net income,
add-backs from share-based compensation expenses, depreciation and amortization, impairment loss, noncash lease expense, investment
loss (income) and changes in operating assets and liabilities. We use net cash provided by operating activities to assess the cash
generation capability and return profile of our business. Compared with adjusted EBITDA, net cash provided by operating activities
neutralizes the impact of straight-line based rental accounting and timing difference in certain areas of revenue recognition when
assessing the return profile and profitability of our business. We had net cash provided by operating activities of RMB3,293 million and
RMB609 million in 2019 and 2020, respectively. The year-over-year decrease from 2019 to 2020 was mainly due to the impact of
COVID-19. Primarily due to the gradual recovery from COVID-19 in 2021, we had net cash provided by operating activities of
RMB1,342 million (US$210 million) in 2021. We expect that our net cash provided by operating activities will increase as we further
expand our hotel network after the negative impact of COVID-19 gradually diminishes.
Taxation
We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the British Virgin Islands and Seychelles,
our subsidiaries are not subject to tax on income or capital gain. Under the current laws of Singapore, companies are subject to Singapore
corporate income tax at a rate of 17%. Under the current laws of Germany, companies are subject to income tax at a standard rate of 15%
(15.825% including solidarity surcharge), plus municipal trade tax of 7%-17%. Companies established in Japan are subject to Japan
corporate income tax at a rate of 23.2% (30%-34% including local taxes). Companies established in Hong Kong are subject to Hong
Kong profit tax at a rate of 16.5%. Companies established in Taiwan are subject to Taiwan corporate income tax at a rate of 20%.
On March 16, 2007, the National People’s Congress passed the Enterprise Income Tax Law and on December 6, 2007, the PRC State
Council issued the Implementation Regulations of the Enterprise Income Tax Law, both of which became effective on January 1, 2008.
The Enterprise Income Tax Law was most recently amended in December 2018. The Enterprise Income Tax Law and its Implementation
Regulations, or the EIT Law, apply a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic
enterprises.
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The EIT Law imposes a withholding tax of 10% on dividends distributed by a PRC 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 dividends received 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. A holding company which is a tax resident in Hong Kong, for example, would be subject to
a 5% withholding tax rate on the dividends received from its PRC subsidiary if it owns at least 25% equity in the PRC subsidiary and is
the beneficial owner of the dividends. 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, if we are not treated as a PRC resident enterprise, dividends paid to
us by our PRC subsidiaries will be subject to PRC withholding tax; if we are treated as a PRC resident enterprise, we may be subject to
25% PRC income tax on our worldwide income, and holders of our ADSs or ordinary shares that are non-PRC resident investors may be
subject to PRC withholding tax on dividends on and gains realized on their transfer of our ADSs or ordinary shares.”
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 periods indicated. This information should be read together with our consolidated financial statements and related
notes included elsewhere in this annual report.
We have grown rapidly since we began our current business of operating and managing a multi-brand hotel group in 2007. Our
relatively limited operating history makes it difficult to predict our future operating results. We believe that the year-to-year comparison
of operating results should not be relied upon as being indicative of future performance.
2019
%
RMB
2020
%
RMB
(RMB)
2021
(US$)
%
(In millions except percentages)
Year Ended December 31,
Consolidated Statement of Comprehensive Income Data:
Revenues:
Leased and owned hotels
Manachised and franchised hotels
Others
Total revenues
Operating costs and expenses(1):
Hotel operating costs
Other operating costs
Selling and marketing expenses
General and administrative expenses
Pre-opening expenses
Total operating costs and expenses
Goodwill impairment loss
Other operating income, net
Income (loss) from operations
Interest income
Interest expenses
Other income (expense), net
Unrealized gain (loss) from fair value changes of equity
securities
Foreign exchange (loss) gain
Income (loss) before income taxes
Income tax expense (benefit)
Loss from equity method investments
Net income (loss)
Less: net loss attributable to noncontrolling interest
Net income (loss) attributable to Huazhu Group Limited
Note:
(1) Includes share-based compensation expenses as follows:
7,718
3,342
152
11,212
68.8
29.8
1.4
100.0
7,190
57
426
1,061
502
9,236
—
132
2,108
160
315
331
316
(35)
2,565
640
(164)
1,761
(8)
1,769
64.1
0.5
3.8
9.5
4.5
82.4
—
1.2
18.8
1.4
2.8
3.0
2.8
(0.3)
22.9
5.7
(1.5)
15.7
(0.1)
15.8
94
6,908
3,136
152
10,196
9,729
52
597
1,259
288
11,925
437
480
(1,686)
119
533
(89)
(265)
175
(2,279)
(215)
(140)
(2,204)
(12)
(2,192)
67.8
30.8
1.4
100.0
95.4
0.5
5.9
12.3
2.8
116.9
4.3
4.7
(16.5)
1.2
5.2
(0.9)
(2.6)
1.7
(22.3)
2.1
(1.4)
(21.6)
(0.1)
(21.5)
8,118
4,404
263
12,785
11,282
58
641
1,545
81
13,607
—
986
164
89
405
157
(96)
(317)
(408)
12
(60)
(480)
(15)
(465)
1,274
691
41
2,006
1,770
9
101
242
13
2,135
—
155
26
14
64
25
(15)
(50)
(64)
2
(9)
(75)
(2)
(73)
63.5
34.4
2.1
100.0
88.3
0.4
5.0
12.1
0.6
106.4
—
7.7
1.3
0.7
3.2
1.2
(0.7)
(2.5)
(3.2)
0.1
(0.5)
(3.8)
(0.1)
(3.7)
Table of Contents
Share-based compensation expenses
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Year Ended December 31,
2019
(RMB)
2020
(RMB)
2021
(RMB)
(US$)
(In millions)
110
122
109
17
Total Revenues. Our total revenues increased by 25.4% from RMB10,196 million in 2020 to RMB12,785 million (US$2,006
million) in 2021. This increase was primarily due to the gradual recovery from COVID-19 in China, which resulted in higher occupancy
rates and RevPAR of our Legacy Huazhu hotels. Legacy Huazhu’s total revenues for 2021 were RMB11,247 million (US$1,765 million),
representing a 29.8% increase compared to 2020.
● Leased and Owned Hotels. Total revenues from our leased and owned hotels increased by 17.5% from RMB6,908 million in
2020 to RMB8,118 million (US$1,274 million) in 2021. This increase was primarily due to relief from the impact of COVID-
19 in China, as a result of which the RevPAR for legacy Huazhu’s leased and owned hotels (excluding those under
governmental requisition), was RMB202 in 2021, compared to RMB166 for all of our leased and owned hotels in 2020. Legacy
Huazhu’s total revenues from leased and owned hotels in 2021 were RMB6,674 million (US$1,047 million), representing a
22.7% increase compared to 2020. This increase was partially offset by a decrease in revenue from the leased hotels of
Deutsche Hospitality due to the depreciation in Euro, although the revenue from the leased hotels of Deutsche Hospitality in
Euro increased slightly from 2020 to 2021.
● Manachised and Franchised Hotels. Total revenues from our manachised and franchised hotels increased by 40.4% from
RMB3,136 million in 2020 to RMB4,404 million (US$691 million) in 2021. This increase was primarily due to relief from the
impact of COVID-19. Legacy Huazhu’s total revenues from manachised and franchised hotels in 2021 were RMB4,342 million
(US$681 million), representing a 40.4% increase compared to 2020. Legacy-DH’s total revenues from manachised and
franchised hotels in 2021 was RMB62 million, representing a 44.2% year-over-year increase due to the strong recovery of
leisure travel, especially for Egypt.
● Other Revenues. Other revenues increased by 73.0% from RMB152 million in 2020 to RMB263 million (US$41 million) in
2021.
Operating Costs and Expenses. Our total operating costs and expenses increased by 14.1% from RMB11,925 million in 2020 to
RMB13,607 million (US$2,135 million) in 2021.
● Hotel Operating Costs. Our hotel operating costs increased by 16.0% from RMB9,729 million in 2020 to RMB11,282 million
(US$1,770 million) in 2021. This increase was primarily due to higher rental costs in relation to our leased upscale hotels and
acquired CitiGO hotels, higher personnel costs in relation to continuous hotel network expansion, and intangible assets
impairment loss mainly related to legacy DH. Our hotel operating costs as a percentage of total revenues decreased from 95.4%
in 2020 to 88.3% in 2021. The year-over-year decrease in the percentage was mainly attributable to recovery in our revenue
from the impact of COVID-19. Legacy Huazhu’s hotel operating costs in 2021 were RMB8.8 billion, representing 78.3% of
legacy Huazhu’s total revenues.
● Selling and Marketing Expenses. Our selling and marketing expenses increased by 7.4% from RMB597 million in 2020 to
RMB641 million (US$101 million) in 2021. Our selling and marketing expenses as a percentage of total revenues decreased
from 5.9% in 2020 to 5.0% in 2021, primarily attributable to recovery in our revenue from the impact of COVID-19. Legacy
Huazhu’s selling and marketing expenses in 2021 were RMB460 million (US$72 million), representing 4.1% of legacy
Huazhu’s total revenues.
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● General and Administrative Expenses. Our general and administrative expenses increased by 22.7% from RMB1,259 million in
2020 to RMB1,545 million (US$242 million) in 2021. Our general and administrative expenses as a percentage of total
revenues remained relatively flat at 12.3% in 2020 and 12.1% in 2021. Legacy Huazhu’s general and administrative expenses in
2021 were RMB1,164 million (US$183 million), represented 10.3% of legacy Huazhu’s total revenues, compared to RMB893
million in 2020. The increase was mainly due to investments in our business development team, our information technology,
and our upscale hotel division.
● Pre-opening Expenses. Our pre-opening expenses decreased by 71.9% from RMB288 million in 2020 to RMB81 million
(US$13 million) in 2021. Our pre-opening expenses as a percentage of total revenues decreased from 2.8% in 2020 to 0.6% in
2021. The decrease was mainly attributable to the opening of certain upscale hotels in 2020. Our pre-opening expenses in 2021
was primarily from legacy Huazhu.
Other Operating Income, Net. Our other operating income increased significantly from RMB480 million in 2020 to RMB986
million (US$155 million) in 2021, which was mainly attributable to COVID-19 related subsidy income for our legacy DH.
Income (Loss) from Operations. As a result of the foregoing, we had income from operations of RMB164 million (US$26 million) in
2021, compared to loss from operations of RMB1,686 million in 2020. Legacy Huazhu’s income from operations in 2021 was RMB891
million (US$140 million).
Interest Income (Expense), Net. Our net interest expense was RMB316 million (US$50 million) in 2021. Our interest income was
RMB89 million (US$14 million), and our interest expense was RMB405 million (US$64 million) in 2021. Our net interest expense was
RMB414 million in 2020. Our interest income was RMB119 million, and our interest expense was RMB533 million in 2020. The
decrease in our net interest expense was primarily due to a decrease in bank borrowings in 2021.
Other Income (Expense), Net. We recorded other income, net of RMB157 million (US$25 million) in 2021, compared to other
expense, net of RMB89 million in 2020. This change was primarily attributable to the realized gain from partial disposal of Accor’s
shares in 2021.
Unrealized Gains (Losses) from Fair Value Changes of Equity Securities. Unrealized gains (losses) from fair value changes of equity
securities mainly represents the unrealized gains (losses) from our investment in equity securities with readily determinable fair values,
such as Accor hotels. Our unrealized losses from fair value changes of equity securities were RMB96 million (US$15 million) in 2021,
primarily due to decrease in the price of Accor’s shares we held. We had unrealized losses from fair value changes of equity securities of
RMB265 million in 2020.
Foreign Exchange (Loss) Gain. Our foreign exchange losses was RMB317 million (US$50 million) in 2021, compared to our
foreign exchange gain of RMB175 million in 2020. Our foreign exchange losses in 2021 was primarily attributable to the exchange loss
related to our investment in Accor in Euro.
Income Tax (Expense) Benefit. Our income tax expense was RMB12 million (US$2 million) in 2021, compared to income tax
benefit of RMB215 million in 2020. Our effective tax rate in 2021 was negative 2.9%, compared with 9.4% in 2020. The negative
effective tax rate in 2021 primarily resulted from the valuation allowance provided for deferred tax assets.
Equity Method Investments. Our loss from equity method investments decreased from RMB140 million in 2020 to RMB60 million
(US$9 million) in 2021, primarily due to the relief of losses incurred by certain of our investee companies from the impact of COVID-
19.
Net Income (Loss) Attributable to Noncontrolling Interest. Net income attributable to noncontrolling interest represents joint venture
partners’ share of our net income or loss based on their equity interest in the leased and owned hotels owned by the joint ventures which
are controlled and consolidated by us. Net loss attributable to noncontrolling interest was RMB15 million (US$2 million) in 2021,
primarily due to losses from certain of our joint ventures. The net loss attributable to noncontrolling interest was RMB12 million in 2020.
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Net Income (Loss) Attributable to Huazhu Group Limited. As a result of the foregoing, net loss attributable to Huazhu Group
Limited decreased from RMB2,192 million in 2020 to RMB465 million (US$73 million) in 2021. In 2021, legacy Huazhu’s net income
attributable to Huazhu Group Limited was RMB153 million (US$24 million).
EBITDA and Adjusted EBITDA. EBITDA (non-GAAP) was RMB1,366 million (US$215 million) in 2021, compared with negative
RMB631 million in 2020. Adjusted EBITDA (non-GAAP) was RMB1,571 million (US$247 million) in 2021, compared with negative
RMB244 million in 2020. This change was primarily due to relief from the impact of COVID-19 in 2021. In 2021, legacy Huazhu’s
EBITDA (non-GAAP) was RMB1,827 million (US$287 million) and adjusted EBITDA (non-GAAP) was RMB2,032 million (US$319
million).
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Total Revenues. Our total revenues decreased by 9.1% from RMB11,212 million in 2019 to RMB10,196 million in 2020. This
decrease was primarily due to the impact of COVID-19, which resulted in lower occupancy rates and RevPAR of our hotels and the
temporary closure of a large number of our hotels in China. Legacy Huazhu’s total revenues for 2020 were RMB8.7 billion, representing
a 22.7% decrease compared to 2019. The decrease in our revenue was offset in part by our consolidation of Deutsche Hospitality, which
we acquired on January 2, 2020. However, due to the COVID-19 outbreak in Europe since March 2020, Deutsche Hospitality’s operation
results were also adversely affected in 2020.
● Leased and Owned Hotels. Total revenues from our leased and owned hotels decreased by 10.5% from RMB7,718 million in
2019 to RMB6,908 million in 2020. This decrease was primarily due to (i) the temporary closure of a number of our leased and
owned hotels in China and (ii) the decreased RevPAR for legacy Huazhu’s leased and owned hotels (excluding those under
governmental requisition), which was RMB166 in 2020, compared to RMB240 for all of our leased and owned hotels in 2019.
Legacy Huazhu’s total revenues from leased and owned hotels in 2020 were RMB5.4 billion, representing a 29.5% decrease
compared to 2019. This decrease was offset in part by our consolidation of the revenue from the leased hotels of Deutsche
Hospitality.
● Manachised and Franchised Hotels. Total revenues from our manachised and franchised hotels decreased by 6.2% from
RMB3,342 million in 2019 to RMB3,136 million in 2020. This decrease was primarily due to (i) the temporary closure of a
number of our manachised and franchised hotels; and (ii) the decreased RevPAR for legacy Huazhu’s manachised and
franchised hotels (excluding those under governmental requisition), which was RMB146 in 2020, compared to RMB188 for all
of our manachised and franchised hotels in 2019. Legacy Huazhu’s total revenues from manachised and franchised hotels in
2020 were RMB3.1 billion, representing a 7.5% decrease compared to 2019.
● Other Revenues. Other revenues were RMB152 million in 2020, same as in 2019.
Operating Costs and Expenses. Our total operating costs and expenses increased by 29.1% from RMB9,236 million in 2019 to
RMB11,925 million in 2020.
● Hotel Operating Costs. Our hotel operating costs increased by 35.3% from RMB7,190 million in 2019 to RMB9,729 million in
2020. This increase was primarily due to our consolidation of Deutsche Hospitality. Our hotel operating costs as a percentage of
total revenues increased from 64.1% in 2019 to 95.4% in 2020. The year-over-year increase in the percentage was mainly
attributable to the decrease in our revenue. Legacy Huazhu’s hotel operating costs in 2020 were RMB7.4 billion, representing
85.1% of legacy Huazhu’s total revenues.
● Selling and Marketing Expenses. Our selling and marketing expenses increased by 40.1% from RMB426 million in 2019 to
RMB597 million in 2020. This increase was mainly due to our consolidation of Deutsche Hospitality. Our selling and
marketing expenses as a percentage of total revenues increased from 3.8% in 2019 to 5.9% in 2020, primarily attributable to the
decrease in our revenue. Legacy Huazhu’s selling and marketing expenses in 2020 were RMB388 million, representing 4.5% of
legacy Huazhu’s total revenues.
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● General and Administrative Expenses. Our general and administrative expenses increased by 18.7% from RMB1,061 million in
2019 to RMB1,259 million in 2020. Our general and administrative expenses as a percentage of total revenues increased from
9.5% in 2019 to 12.3% in 2020. The increase was mainly attributable to the decrease in our total revenues. Legacy Huazhu’s
general and administrative expenses in 2020 were RMB893 million, represented 10.3% of legacy Huazhu’s revenue. The
decline in legacy Huazhu’s general and administrative expenses in 2020 was mainly due to our cost-cutting initiatives, such as
streamlining of head office headcounts.
● Pre-opening Expenses. Our pre-opening expenses decreased by 42.6% from RMB502 million in 2019 to RMB288 million in
2020. Our pre-opening expenses as a percentage of total revenues decreased from 4.5% in 2019 to 2.8% in 2020. The decrease
was mainly attributable to the decrease in the hotels under development. Our pre-opening expenses in 2020 was primarily from
legacy Huazhu.
Goodwill impairment loss. We incurred goodwill impairment loss of RMB437 million in 2020, which was related to goodwill
acquired from the acquisition of Deutsche Hospitality.
Other Operating Income, Net. Our other operating income increased significantly from RMB132 million in 2019 to RMB480
million in 2020, which mainly attributable to subsidy income and insurance income from Deutsche Hospitality due to COVID-19.
Income (Loss) from Operations. As a result of the foregoing, we had loss from operations of RMB1,686 million in 2020, compared
to income from operations of RMB2,108 million in 2019. Legacy Huazhu’s loss from operations in 2020 was RMB100 million.
Interest Income (Expense), Net. Our net interest expense was RMB414 million in 2020. Our interest income was RMB119 million,
and our interest expense was RMB533 million in 2020. Our net interest expense was RMB155 million in 2019. Our interest income was
RMB160 million, and our interest expense was RMB315 million in 2019. The increase in our net interest expense was primarily due to
increased bank borrowings in 2020 compared to 2019 and issuance of the 2026 Notes.
Other Income (Expense), Net. We recorded other expense, net of RMB89 million in 2020, compared to other income, net of
RMB331 million in 2019. Other expense, net in 2020 was primarily attributable to impairment loss on investments totaling RMB92
million.
Unrealized Gains (Losses) from Fair Value Changes of Equity Securities. Our unrealized losses from fair value changes of equity
securities were RMB265 million in 2020, primarily due to decreases in the prices of Accor’s shares. We had unrealized gains from fair
value changes of equity securities of RMB316 million in 2019. Unrealized gains (losses) from fair value changes of equity securities
mainly represents the unrealized gains (losses) from our investment in equity securities with readily determinable fair values, such as
Accor hotels.
Foreign Exchange (Loss) Gain. Our foreign exchange gain was RMB175 million in 2020, compared to our foreign exchange loss of
RMB35 million in 2019. Our foreign exchange gain in 2020 was primarily attributable to the exchange gain related to our investment in
Accor in Euro.
Income Tax (Expense) Benefit. Our income tax benefit was RMB215 million in 2020, compared to income tax expense of RMB640
million in 2019. Our effective tax rate in 2020 was 9.4%, which decreased from 25.0% in 2019. The relative low effective tax rate in
2020 primarily resulted from certain non-taxable loss of the fair value changes in equity securities investments and the valuation
allowance provided for deferred tax assets.
Equity Method Investments. Our loss from equity method investments decreased from RMB164 million in 2019 to RMB140 million
in 2020, primarily due to loss incurred by certain of our investee companies.
Net Income (Loss) Attributable to Noncontrolling Interest. Net income attributable to noncontrolling interest represents joint venture
partners’ share of our net income or loss based on their equity interest in the leased and owned hotels owned by the joint ventures which
are controlled and consolidated by us. Net loss attributable to noncontrolling interest was RMB12 million in 2020, primarily due to
losses from certain of our joint ventures. The net loss attributable to noncontrolling interest was RMB8 million in 2019.
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Net Income (Loss) Attributable to Huazhu Group Limited. As a result of the foregoing, net loss attributable to Huazhu Group
Limited was RMB2,192 million in 2020, compared to net income attributable to Huazhu Group Limited of RMB1,769 million in 2019.
Excluding share-based compensation expenses and the unrealized gains (losses) from fair value changes of equity securities, adjusted net
loss attributable to Huazhu Group Limited (non-GAAP) for the full year of 2020 was RMB1.8 billion. In 2020, legacy Huazhu’s net loss
attributable to Huazhu Group Limited was RMB847 million and adjusted net loss attributable to Huazhu Group Limited (non-GAAP)
was RMB459 million.
EBITDA and Adjusted EBITDA. EBITDA (non-GAAP) was negative RMB631 million in 2020, compared with RMB3,555 million
in 2019. Adjusted EBITDA (non-GAAP) was negative RMB244 million in 2020, compared with RMB3,349 million in 2019. This
change was primarily due to the impact of COVID-19. In 2020, legacy Huazhu’s EBITDA (non-GAAP) was RMB736 million and
adjusted EBITDA (non-GAAP) was negative RMB1.1 billion.
Outstanding Indebtedness
In November 2017, we issued US$475 million of the 2022 Notes. The 2022 Notes will mature on November 1, 2022 and bear
interest at a rate of 0.375% per annum, payable in arrears semi-annually on May 1 and November 1, beginning May 1, 2018. In 2017,
proceeds to us were RMB3,093 million (US$467 million), net of issuance costs of RMB54 million (US$8 million). The Notes can be
converted into our ADSs at an initial conversion rate of 5.4869, before the ADS split, subject to change, of our ADSs per US$1,000
principal amount of the Notes (equivalent to an initial conversion price of US$182.25 per ADS). Holders of the Notes may require the
Company to repurchase all or a portion of the Notes for cash on November 2, 2020, or upon a fundamental change, at a repurchase price
equal to 100% of the principal amount, plus accrued and unpaid interest. In November 2020, we completed put right offer relating to the
2022 Notes. US$6,000 aggregate principal amount of the 2022 Notes were validly surrendered and not withdrawn prior to the expiration
of the put right offer.
In March 2019, we entered into a five-year RMB1.2 billion bank loan contract which will expire in March 2024. The interest rate
resets every six months, and is based on the People’s Bank of China five-year benchmark interest rate on the relevant reset date. The loan
contains certain financial covenants including an EBITDA to interest coverage ratio and net tangible assets. In 2020, we obtained an
exemption approval for this credit facility waiving the EBITDA to interest coverage ratio covenant until the six-months period ending
June 30, 2021, subject to the satisfaction of certain amended covenants. We repaid RMB179 million in 2020. As of December 31, 2021,
we had repaid all the bank borrowings under this facility. The weighted average interest rate of borrowings drawn under this agreement
was 4.75% for 2020 and 2021.
In December 2019, we entered into a EUR440 million term facility and US$500 million revolving credit facility agreement with
several banks. The US$500 million revolving credit facility is available for 35 months from the date of this agreement. The interest rate
for each interest period is the aggregate of (i) the applicable margin and (ii) LIBOR (or, in relation to any loan in Euro, EURIBOR). The
margin for each loan depends on the applicable leverage range, generally 2.0% per annum. There are some financial covenants including
an EBITDA to interest coverage ratio and total equity related to these facilities. On April 17, 2020, our syndication banks approved to
release us from the original financial covenants until the six-month period ending June 30, 2021, subject to the satisfaction of certain
amended covenants. On December 11, 2020, we obtained a supplemental exemption, which released certain additional covenants
contained in the wavier we obtained in April 2020. We have pledged shares of certain of our subsidiaries to secure these facilities.
Certain of our subsidiaries also provide subsidiary guarantee for these facilities. We drew down EUR440 million and US$500 million
under the facility agreement in 2019 and repaid nil in 2019. We had drawn down of US$200 million as of December 31, 2020 under the
facility agreement and repaid EUR1 million and US$700 million in 2020. The US$500 million revolving credit had been fully paid off as
of December 31, 2020. We did not drawn down new revolving credit loans and this revolving credit facility was terminated in August
2021. Regarding the EUR440 million term facility, we repaid EUR101 million in 2021. As of December 31, 2021, the outstanding loan
amount is EUR338 million. The weighted average interest rate of borrowings drawn under this agreement was 2.89% and 2.73% for
2020 and 2021, respectively.
In May 2020, we issued US$500 million of the 2026 Notes. These notes will mature on May 1, 2026 and bear interest at a rate of
3.00% per annum, payable in arrears semi-annually on May 1 and November 1, beginning November 1, 2020. The 2026 Notes can be
converted into our ADSs at an initial conversion rate of 23.9710, subject to adjustment upon the occurrence of certain events, of our
ADSs per US$1,000 principal amount of the notes (equivalent to an initial conversion price of approximately US$41.72 per ADS).
Holders of the notes may require the Company to repurchase all or a portion of the notes for cash on May 1, 2024, or upon a fundamental
change, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
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In January 2021, we entered into a twelve-year RMB650 million syndicated loan contract, which will mature in December 2032.
This special loan is used to finance the construction project of our headquarters. The interest rate resets every year, and is based on the
People’s Bank of China five-year benchmark LPR minus 24 basis points on the pricing date. This special loan has financial covenants.
As of December 31, 2021, we had RMB53 million outstanding under this facility. The weighted average interest rate of this loan was
4.41%, which was fully capitalized in 2021.
As of December 31, 2021, the unutilized credit facility available to us was RMB3.3 billion.
The temporary closure of our hotels and lower occupancy rate during the COVID-19 outbreak since January 2020 may trigger an
event of default under our banking arrangements then. We have managed to obtain the required waiver since the outbreak of COVID-19
in 2020. We complied with the covenants under our existing facilities as of December 31, 2021.
5.B. Liquidity and Capital Resources
Our principal sources of liquidity have been cash generated from operating activities, proceeds from our global offering on the Hong
Kong Stock Exchange, borrowings from commercial banks and issuance of the 2026 Notes. As of December 31, 2020 and 2021, we had
RMB7.0 billion and RMB5.1 billion (US$803 million), respectively, in cash and cash equivalents. Our cash and cash equivalents and
restricted cash consist of cash on hand, liquid investments which have maturities of three months or less when acquired and are
unrestricted as to withdrawal or use, deposits used as security against borrowings, and deposits restricted due to contract disputes or
lawsuits or special purpose. Our cash and cash equivalents as of December 31, 2021 were primarily consisted of Renminbi and U.S.
dollar.
Our businesses have been significantly impacted by the global outbreak of COVID-19 and experienced operating losses in the full
year of 2020 and 2021. As of December 31, 2021, our current liabilities exceeded our current assets by RMB5,726 million (US$898.0
million), which was mainly attributed to the scheduled repayments of our 2022 Notes and the outstanding bank borrowing of EUR338
million in connection with our long-term facility of EUR440 million that will due in December 2022. These conditions and events may
raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are
issued. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We have implemented various hotel operation measures to improve hotel operations, negotiating with landlords for rental reduction,
reducing and postponing discretional capital expenditures, to improve our operational performance and cash flow. Our management
believes the relevant conditions and events that raise substantial doubt on our going concern are mitigated by the following plans and
actions:
● We have the ability to sell our short-term investments that can be readily convertible into cash, the fair value of which was
approximately RMB2,589 million as of December 31, 2021;
● As of March 31, 2022, we had unused facilities of approximately RMB2,994 million. Based on our historical experience,
requests for drawdowns will be approved by banks provided that we submit the required supporting documentation and the amount is
within the credit limit granted;
In addition, we are in the process to obtain long term credit facilities from commercial banks. While final approval has not been
obtained, our management believes it is likely that such credit facilities can be obtained to replace our existing long-term bank credit
facility of EUR 440 million (RMB3,177 million) due in December 2022. Based on the above factors, our management believes that
adequate sources of liquidity exist to fund our working capital and capital expenditures requirements, and to meet our other liabilities and
commitments as they become due for at least twelve months from the issuance of these consolidated financial statements.
As of December 31, 2021, we had 46 properties for our leased and owned hotels under development. As of December 31, 2021, we
expected to incur approximately RMB1,251 million of capital expenditures in connection with certain recently completed leasehold
improvements and the funding of the leasehold improvements of those 46 leased and owned hotels. We intend to fund this planned
expansion with our operating cash flow, our cash balance and our credit facilities.
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The following table sets forth a summary of our cash flows for the periods indicated:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
Operating Activities
Year Ended December 31,
2019
(RMB)
2020
(RMB)
2021
(RMB)
(US$)
(In millions)
3,293
285
6,045
62
9,115
4,884
13,999
609
8,101
883
(300)
(6,909)
13,999
7,090
1,342
1,402
(1,801)
(88)
(1,949)
7,090
5,141
210
219
(283)
(14)
(306)
1,113
807
In 2019, 2020 and 2021, we financed our operating activities primarily through cash generated from operations.
Net cash provided by operating activities amounted to RMB1,342 million (US$210 million) in 2021, primarily attributable to (i) an
add-back of RMB1,503 million (US$236 million) in depreciation and amortization and (ii) an add-back of RMB2.3 billion (US$361
million) in noncash lease expense, partially offset by (i) deferred taxes of RMB543 million (US$85 million), (ii) our net loss of RMB480
million (US$75 million); (iii) decrease in operating lease liabilities of RMB2.1 billion (US$333 million); and (iv) decrease in accrued
expenses and other current liabilities of RMB439 million (US$69 million).
Net cash provided by operating activities amounted to RMB609 million in 2020, primarily attributable to (i) an add-back of
RMB2,063 million in noncash lease expense, (ii) an add-back of RMB1,362 million in depreciation and amortization, and (iii) an add-
back of RMB709 million in impairment loss, partially offset by (i) our net loss of RMB2,204 million, (ii) a decrease of RMB1,640
million in operating lease liability, and (iii) a deduction of RMB553 million in deferred taxes.
Net cash provided by operating activities amounted to RMB3,293 million in 2019, primarily attributable to (i) our net income of
RMB1,761 million, (ii) an add-back of RMB2,235 million in noncash lease expense, (iii) an add-back of RMB991 million in
depreciation and amortization, and (iv) an increase of RMB408 million in accrued expenses and other current liabilities, partially offset
by (i) a decrease in operating lease liability of RMB2,036 million; and (ii) a deduction of investment income of RMB477 million.
Net cash provided by operating activities increased from RMB609 million in 2020 to RMB1,342 million (US$210 million) in 2021,
primarily due to recovery from COVID-19 which resulted in a change from net loss of RMB2,204 million in 2020 to net loss of
RMB480 million (US$75 million) in 2021, partially offset by (i) a decrease in impairment loss from RMB709 million in 2020 to
RMB380 million (US$60 million) in 2021 and (ii) an increase in changes of operating lease liabilities from RMB1,640 million in 2020
to RMB2,123 million (US$333 million) in 2021.
Net cash provided by operating activities decreased from RMB3,293 million in 2019 to RMB609 million in 2020, primarily due to
the impact of COVID-19, a change from net income of RMB1,761 million in 2019 to net loss of RMB2,204 million in 2020 and an
increase in deferred taxes from RMB38 million in 2019 to RMB553 million in 2020, partially offset by (i) an increase in impairment loss
from RMB13 million in 2019 to RMB709 million in 2020, (ii) a change from investment income of RMB477 million in 2019 to
investment loss of RMB108 million in 2020, (iii) an increase in depreciation and amortization from RMB991 million in 2019 to
RMB1,362 million in 2020.
Investing Activities
Our cash used in investing activities in 2021 is primarily related to purchases of property and equipment of RMB1,658 million
(US$260 million), proceeds from maturity/sale of investments of RMB1,494 million (US$235 million), acquisitions, net of cash received
of RMB742 million (US$ 116 million), and purchase of investments of RMB521 million (US$82 million).
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Net cash used in investing activities decreased from RMB8,101 million in 2020 to RMB1,402 million (US$219 million) in 2021,
primarily due to (i) an decrease in acquisitions, net of cash received from RMB5,060 million in 2020 to RMB742 million (US$116
million) in 2021, and (ii) purchase of investments decreased from RMB1,702 million in 2020 to RMB521 million (US$82 million) in
2021, and (iii) an increase in proceeds from maturity/sale of investments from RMB396 million in 2020 to RMB1,494 million (US$235
million) in 2021.
Net cash used in investing activities increased from RMB285 million in 2019 to RMB8,101 million in 2020, primarily due to (i) an
increase in acquisitions, net of cash received from RMB244 million in 2019 to RMB5,060 million in 2020, which was primarily in
connection with the acquisition of Deutsche Hospitality, and (ii) purchase of short term and long term investments increased from
RMB328 million to RMB1,702 million, which were primarily related to purchase of Accor’s shares, and (iii) a decrease in proceeds from
maturity/sale and return of investments from RMB2,002 million in 2019 to RMB396 million in 2020.
Financing Activities
Our major financing activities since 2019 consist of loans with commercial banks, proceeds from global offering on the Hong Kong
Stock Exchange, issuance of the 2026 Notes and payment of dividends.
We had net cash provided by financing activities of RMB883 million in 2020, compared with net cash used in financing activities of
RMB1,801 million (US$283 million) in 2021. Net cash used in financing activities in 2021 primarily consisted of proceeds from short-
term bank borrowing of RMB2,288 million (US$359 million), offset of (i) repayment of short-term bank borrowings of RMB2,474
million (US$389 million); and (ii) repayment of long-term bank borrowings of RMB1,650 million (US$259 million).
Net cash provided by financing activities decreased from RMB6,045 million in 2019 to RMB883 million in 2020. Net cash provided
by financing activities in 2020 primarily consisted of (i) net proceeds of RMB6,018 million from our global offering on the Hong Kong
Stock Exchange, (ii) proceeds from issuance of convertible senior notes, net of issuance cost of RMB3,499 million, (iii) proceeds from
short-term bank borrowings of RMB1,658 million, and (iv) proceeds from long-term bank borrowings of RMB1,652 million, partially
offset of (i) repayment of long-term bank borrowings of RMB9,163 million; and (ii) repayment of short-term bank borrowings of
RMB1,993 million.
Net cash provided by financing activities in 2019 primarily consisted of (i) proceeds of RMB13,176 million from long-term bank
borrowings and (ii) proceeds of RMB2,214 million from short-term bank borrowings, partially offset by (i) repayment of long-term bank
borrowings of RMB6,760 million and (ii) repayment of short-term bank borrowings of RMB1,902 million.
Restrictions on Cash Transfers to Us
We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in
China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid to us by our
subsidiaries. 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 retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Pursuant to laws applicable
to entities incorporated in the PRC, our subsidiaries in the PRC must make appropriations from after-tax profit to non-distributable
reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a
staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10% of
after-tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) until the accumulative
amount of such reserve fund reaches 50% of its registered capital; the other fund appropriations are at the subsidiaries’ discretion. These
reserve funds can only be used for the specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash
dividends. In addition, due to restrictions on the distribution of share capital from our PRC subsidiaries, the share capital of our PRC
subsidiaries, is considered restricted. As a result of the PRC laws and regulations, as of December 31, 2021, approximately RMB3,678
million (US$577 million) was not available for distribution to us by our PRC subsidiaries in the form of dividends, loans, or advances.
Furthermore, under regulations of the SAFE, the Renminbi is not convertible into foreign currencies for capital account items, such
as loans, repatriation of investments and investments outside of China, unless the prior approval of the SAFE is obtained and prior
registration with the SAFE is made.
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The EIT Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are
considered resident enterprises. Currently, it is still unclear whether the PRC tax authorities would determine that we should be classified
as a PRC resident enterprise. See “Item 10. Additional Information — E. Taxation — PRC Taxation.”
The EIT Law imposes a withholding 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
preferential withholding tax rate. A holding company which is a tax resident in Hong Kong, for example, would be subject to a 5%
withholding tax on dividends under the Tax Memorandum between China and the Hong Kong Special Administrative Region if the
holding company is the beneficial owner of the dividends and holds more than 25% of the PRC company. In 2018, we revised our
dividend policy that we may make a moderate dividend distribution every year with the range of 0.5% to 2.0% of its market
capitalization from current year net income starting from 2018. Our board of directors has complete discretion in deciding whether to
distribute dividends and the dividend amounts within the approved range. We are restricted from distributing cash dividends until June
30, 2021 pursuant to the waiver from certain financial covenants that we obtained on April 17, 2020 for the syndicated bank loans.
The EIT Law provides that PRC resident enterprises are generally subject to the uniform 25% enterprise income tax rate on their
worldwide income. Therefore, if we are treated as a PRC resident enterprise, we will be subject to PRC income tax on our worldwide
income at the 25% uniform tax rate, which could have an impact on our effective tax rate and an adverse effect on our net income and
results of operations, although we would be exempted from enterprise income tax on dividends distributed from our PRC subsidiaries to
us, since such income received by PRC resident enterprise is tax exempted under the EIT Law.
Our German subsidiaries are permitted to pay dividends from their distributable profit as long as there are no agreements, such as
debt covenants, that restrict such payments, in which regulations applying to stock corporations (Aktiengesellschaft) have to be taken
into account. Pursuant to the Companies Act 1967 of Singapore, dividends are only payable out of profits. Typically, the directors will
recommend a particular rate of dividend and the company will, in general meetings, declare the dividend subject to the maximum
recommended by the directors.
We do not expect any of such restrictions or taxes to have a material impact on our ability to meet our cash obligations.
Capital Expenditure
Our capital expenditures were incurred primarily in connection with leasehold improvements, investments in furniture, fixtures and
equipment and technology, information and operational software. Our capital expenditures totaled RMB1,881 million, RMB1,533
million and RMB1,498 million (US$235 million) in 2019, 2020 and 2021, respectively. Our capital expenditures in 2021 consisted of
RMB1,479 million (US$232 million) in property and equipment and RMB19 million (US$3 million) in software and license. We will
continue to make capital expenditures to meet the expected growth of our operations and expect our cash balance, cash generated from
our operating activities and credit facilities will meet our capital expenditure needs in the foreseeable future.
5.C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company — B. Business Overview — Technology Infrastructure and Digitalization” and “—
Intellectual Property”.
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5.D. Trend Information
Jizhu Information and Technology (Shanghai) Co., Ltd. (“Jizhu Shanghai”), which was previously named as Mengguang
Information and Technology (Shanghai) Co., Ltd, is a recognized software development entity located in Shanghai of PRC. In November
2018, Jizhu Shanghai was qualified as high and new tech enterprise, resulting in it being subject to a reduced tax rate of 15% in 2018,
2019 and 2020. In December 2021, Jizhu Shanghai was qualified as high and new tech enterprise, resulting Jizhu Shanghai subject to a
reduced tax rate of 15% in 2021,2022 and 2023. H-World Information and Technology Co., Ltd. is qualified as high and new tech
enterprise, resulting in H-World Information and Technology Co., Ltd. being subject to a reduced tax rate of 15% in 2019, 2020 and
2021. Pursuant to the relevant regulations applicable to small and micro businesses, from January 1, 2019 to December 31, 2021, several
PRC subsidiaries enjoy a preferential tax rate of 20% with a discount to taxable income. For entities with taxable income of less than
RMB1 million, 75% of their taxable income would be exempted in tax computation, and for entities with taxable income over RMB1
million but less than RMB3 million, the discount would be 50%. Entities qualified as small and micro businesses should engage in
industries which are not restricted or prohibited by the state and should simultaneously meet the following three conditions: annual
taxable income does not exceed RMB3 million, the number of employees does not exceed 300, and the total assets does not exceed
RMB50 million. The aggregate amount and per share effect of tax holidays were as follows:
Aggregate amount
Per share effect—basic
Per share effect—diluted
Year Ended December 31,
2021
2020
2019
(RMB)
(RMB)
(RMB)
(In millions, except per share data)
45
0.02
0.01
31
0.01
0.01
37
0.01
0.01
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or
events for the current fiscal year that are reasonably likely to have a material adverse effect on our total revenues, income, profitability,
liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results
or financial conditions.
5.E. Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates
that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well
as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between
these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own
historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for
the future based on available information. We evaluate these estimates on an ongoing basis.
Our expectations regarding the future are 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.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that
were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur
from period to period or use of different estimates that we reasonably could have used in the current period, would have a material
impact on our financial condition or results of operations. There are other items within our financial statements that require estimation
but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our
financial statements. For a detailed discussion of our significant accounting policies and related judgments, see “Notes to Consolidated
Financial Statements – Note 2 Significant Accounting Policies”.
Impairment of Goodwill and Brand Names Arising from the Acquisition of Deutsche Hospitality
Brand names are generally considered to have indefinite useful lives which are obtained through business acquisitions and originally
recorded at their estimated fair values at the date of acquisition.
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Determining whether impairment indicators exist and estimating the fair value of our goodwill reporting units and intangible assets
for impairment testing require significant judgment. Brand names are evaluated for impairment using an income approach utilizing the
relief from royalty method. The determination of the fair value using the discount cash flow model requires our management to make
significant estimates and assumptions related to projected hotels’ revenues, growth rates, projected operating cost, royalty saving rates
and discount rates.
The assumptions used to assess impairment consider historical trends, macroeconomic conditions, and projections are consistent
with our operating strategy, which involves uncertainty due to the impact of COVID-19. Changes in these estimates can have a
significant impact on the assessment of fair value which could result in material impairment losses.
For the year ended December 31, 2021, we performed a quantitative assessment of goodwill for legacy DH. No goodwill impairment
charges were recorded as a result of the testing. The estimated fair value of goodwill for legacy DH exceeded the calculated carrying
value by more than 10%. A 5% decline in projected cash flows or increase in the discount rate would not result in an impairment.
We also performed quantitative impairment testing for brand names for legacy DH. As of December 31, 2021, the estimated fair
value of one brand name acquired in DH acquisition was lower than its carrying value by approximately RMB160 million and
impairment of RMB160 million was recognized. A 5% increase in the discount rate or decrease in royalty saving rate could reduce the
fair value by RMB160 million and RMB120 million. In addition, the estimated fair value of both the other two brand names acquired in
DH acquisition exceeded their carrying value by more than 10% and no impairment was recognized. A 5% increase in the discount rate
or decrease in royalty saving rate would not result in an impairment.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this annual
report. The business address of all of our directors and executive officers is No. 699 Wuzhong Road, Minhang District Shanghai 201103,
People’s Republic of China.
Directors and Executive Officers
Qi Ji
John Jiong Wu
Tong Tong Zhao
Shangzhi Zhang
Jian Shang
Theng Fong Hee
Lei Cao
Hui Jin
Xinxin Liu
Hui Chen
Age
55
54
55
68
54
67
47
44
44
55
Position/Title
Founder and Executive Chairman of the Board of Directors
Co-founder, Independent Director
Co-founder, Independent Director
Director
Independent Director
Independent Director
Independent Director
Chief Executive Officer
President
Chief Financial Officer
Qi Ji is our founder, and was appointed as a director on February 2007. Mr. Ji has also served as the executive chairman of our board
since August 2009. Prior to his current role, he also served as our chief executive officer from January 2012 to May 2015, from 2007 to
August 2009, and from November 2019 to September 2021. He co-founded Home Inns & Hotels Management Inc. and served as its
chief executive officer from 2002 to January 2005. He also co-founded Trip.com (a company listed on the NASDAQ, ticker symbol:
TCOM), one of the largest online travel services providers in China, in 1999, acted as its chief executive officer and president until 2001,
and currently serves on Trip.com’s board as an independent director. Mr. Ji received his bachelor degree in engineering mechanics and
master degree in mechanical engineering from Shanghai Jiao Tong University in the PRC in 1989 and February 1992, respectively.
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John Jiong Wu, a co-founder of our company, has served as our director since January 2007. He is founding partner and chairman of
FengHe Fund Management Pte. Ltd. He served as the venture partner of Northern Light Venture Capital and was an angel investor and
the chief technology officer of Alibaba Group from 2000 to 2007. Mr. Wu was a non-executive director of Viva Biotech Holdings (a
company listed on the Hong Kong Stock Exchange, stock code: 1873) from 2018 to 2020. Mr. Wu received his Bachelor of Science in
Computer Science degree from the University of Michigan in August 1989.
Tong Tong Zhao, a co-founder of our company, has served as our director since February 2007. Ms. Zhao has served in several
companies, including the supervisor of Shanghai Asia-Tang Health Technology Development Co., Ltd., the executive director of
Shanghai Hong Ying Hi-Tech Co., Ltd., and the executive director of Shanghai Xie Cheng Science and Technology Co., Ltd.. Ms. Zhao
received her Master of Engineering degree from Shanghai Jiao Tong University in the PRC in March 1992 and her Master of Business
Administration degree from McGill University in Canada in June 2003. She also obtained her bachelor’s degree with a major in
biomedical engineering from Southeast University in the PRC in July 1989.
Shangzhi Zhang has served as our director since June 2016. Mr. Zhang has been the executive director of Tianjin Amis Hotel
Management Company since 2009. He acted as general delegate of Accor Hotel Group in China from January 1999 to December 2008,
during which he was concurrently appointed as the executive director and general manager of Tianjin Accor Hotel Management Co., Ltd.
in March 2003, and was responsible for brand Ibis’ development and operation in China. He successively served as head of manager
office, assistant to general manager and deputy general manager at China Export Commodity Bases Development Corporation, from
January 1993 to 1998. Prior to that, Mr. Zhang held several positions at the Ministry of Foreign Economic Relations and Trade of PRC
from February 1978 to December 1992. He was third secretary of the Commercial Bureau of Chinese Embassy in Zaire from October
1981 to September 1985. Mr. Zhang graduated from the University of International Business and Economics (formerly known as Beijing
Institute of Foreign Trade) in the PRC with a major in French in January 1978. He studied for “joint interpreting and conference service”
program at the Commission of the European Communities in Brussels from September 1987 to February 1988 and the French National
School of Administration (École Nationale d’Administration) in France from 1990 to 1991. In 2014, Mr. Zhang received the medal
award of “Chevalier de Legion d’honneur” from French government.
Jian Shang has served as our independent director since May 2014. Mr. Shang has been the general manager of Hong Shang Asset
Management Co., Ltd. since July 2013. From September 2006 to November 2012, he served as chief executive officer of UBS SDIC
Fund Management Company. Prior to that, he served as chief executive officer of Yin Hua Fund Management Co., Ltd., deputy chief
executive officer of Hua An Fund Management Co., Ltd, and head of strategic planning of Shanghai Stock Exchange respectively from
January 2001 to June 2006. Previously, he was a deputy division director of CSRC. Mr. Shang has been an independent non-executive
director of Shanghai Realway Capital Assets Management Co., Ltd. (a company listed on the Hong Kong Stock Exchange, stock code:
1835) since October 2018. Mr. Shang obtained his PhD in business administration and master of arts in economics from University of
Connecticut in the United States in December 1997 and December 1994, respectively, and his bachelor’s degree with a major in
industrial and foreign trade from Shanghai Jiao Tong University in the PRC in July 1989.
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Theng Fong Hee has served as our independent director of the Company since July 2020. Mr. Hee is a qualified advocate and
solicitor in Singapore with over 30 years of experience. He has been a consultant of Harry Elias Partnership LLP since January 2014. Mr.
Hee is a fellow of Singapore Institute of Arbitrators and Chartered Institute of Arbitrators (UK). He is also on the panel of arbitrators in
various arbitration institutions including Singapore International Arbitration Centre (SIAC), China International Economic and Trade
Arbitration Commission (CIETAC), Beijing Arbitration Commission (BAC), Shanghai International Economic and Trade Arbitration
Commission (SHIAC), Hong Kong International Arbitration Centre (HKIAC), Hainan International Arbitration Court (HIAC),
Chongqing Arbitration Commission (CQAC), Shanghai Arbitration Commission (SHAC), Wuhan Arbitration Commission (WHAC) and
Asian International Arbitration Centre (AIAC). Mr. Hee is also an ambassador of Singapore International Mediation Centre (SIMC) and
has been an accredited mediator of Singapore Mediation Centre (SMC) since March 2017. He serves as an independent director of
several listed companies, including Zheneng Jinjiang Environment Holding Company Limited (a company listed on the Singapore
Exchange, stock code: BWM) since June 2016, Straco Corporation Limited (a company listed on the Singapore Exchange, stock code:
S85) since April 2016, Yanlord Land Group Limited (a company listed on the Singapore Exchange, stock code: Z25) since October 2017,
China Aviation Oil (Singapore) Corporation Ltd (a company listed on the Singapore Exchange, stock code: G92) since April 2019,
Haidilao International Holding Ltd. (a company listed on the Hong Kong Stock Exchange, stock code:6862) since September 2018, Tye
Soon Limited (a company listed on the Singapore Exchange, stock code: BFU) from May 1997 to June 2020, APAC Realty Limited (a
company listed on the Singapore Exchange, stock code: CLN) from September 2017 to June 2020, First Resources Limited (a company
listed on the Singapore Exchange, stock code: EB5) from October 2007 to May 2018, YHI International Limited (a company listed on
the Singapore Exchange, stock code: BPF) from May 2003 to April 2018, and Datapulse Technology Limited (a company listed on the
Singapore Exchange, stock code: BKW) from January 1994 to December 2017. Mr. Hee currently serves as a Deputy Chairman of
Singapore Medishield Life Council and an Advisory Committee Member of the Singapore Ministry of Law China Ready Programme for
Singapore’s legal industry.. He has been a director of F&H Singhome Fund II Ltd. since April 2012, F&H Singhome Fund III Ltd. since
August 2015 and non-executive independent director of Green Link Digital Bank Pte. Ltd. since December 2021. Mr. Hee was awarded the
Public Service Medal and Public Service Star awards respectively in 2008 and 2015. He was also appointed as a Justice of the Peace in
April 2018. Mr. Hee obtained his bachelor’s degree in law from National University of Singapore (formerly known as the University of
Singapore) with honors in Singapore in May 1979 and also received a diploma in Chinese law from Soochow University in the PRC in
October 2004. He has been admitted as an advocate and solicitor by the Supreme Court of Singapore since October 1981.
Lei Cao has served as our independent director since July 2020. She has been the head of tax Greater China in Philips Electronic
Singapore Pte Ltd. since May 2012. Prior to that, Ms. Cao served as a senior tax director from January 2010 to May 2012 and a tax
director from October 2007 to December 2009 in Philips China Investment Co., Ltd. She was also a tax director in Philips Electronics
Singapore Pte Ltd from January 2006 to September 2007 and the senior tax manager in Philips China Investment Co., Ltd. from
November 2003 to December 2005. Her primary role is to manage a team to provide tax solutions for Philips group in the responsible
market, as well as to support and secure Philips group’s interests and operations. Previously, Ms. Cao worked in Deloitte Touche
Tohmatsu Certified Public Accountants LLP from September 1995 to October 2003 under various roles and her last position was a
manager in the tax and business advisory department. Ms. Cao received a bachelor’s degree with a major in international business
management from Shanghai University of Finance and Economics in the PRC in July 1995. Ms. Cao is a PRC Certified Public
Accountant, who has obtained her qualification from Shanghai Institute of Certified Public Accountants in December 2009, and is also a
PRC Certified Tax Agent, who has obtained her qualification from Shanghai Certified Tax Agent Management Center in June 2000.
Hui Jin joined us in 2005 and has served as our chief executive officer since September 2021. He has successively served as the
director of our Development Department, our vice president, executive vice president, and president, respectively. Mr. Jin worked with
Shanghai Home Inns Hotels Management Limited as regional development manager during the period from March 2004 to December
2004. Mr. Jin received his executive master’s degree from China Europe International Business School in the PRC in August 2014, and a
Bachelor of Science degree in Psychology from the East China Normal University in the PRC in July 2000.
Xinxin Liu joined us in 2012 and has served as our president since September 2021. She has successively served as our chief
information officer, chief digital officer and co-president. She was the founder and CEO of H-World Information and Technology Co.,
Ltd. (盟广信息技术有限公司), which is an IT company incubated by our Group in November 2013. Prior to joining us, Ms. Liu worked
in Alcatel-Lucent Shanghai Bell from July 1999 to September 2012, and was the IT head before she left. Ms. Liu received her master’s
degree in master of business administration from Fudan University in the PRC in January 2008, and her bachelor’s degree in economic
information management from Beijing Technology and Business University (formerly known as Beijing Business Academy) in the PRC
in June 1999.
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Hui Chen has served as our chief financial officer since May 2021. Ms. Chen served as of chief compliance officer since February
2020. Ms. Chen has deep financial management expertise in the travel and hotel industries in China. She was the chief financial officer
of Cjia Group Limited, a Huazhu affiliate company providing apartment services, from March 2018 to February 2020. From 2014 to
early 2016, Ms. Chen served as our executive vice president of finance responsible for internal financial management and chief financial
officer. Her previous work experiences also include chief financial officer of Home Inns Group and finance director of Trip.com. Ms.
Chen received her master’s degree in management from Shanghai Jiaotong University.
Employment Agreements
We have entered into an employment agreement with each of our named executive officers. Each of our named executive officers is
employed for a specified time period, which will be automatically extended unless either we or the named executive officer gives prior
notice to terminate such employment. We may terminate the employment for cause, at any time, without notice or remuneration, for
certain acts, including but not limited to the conviction of a criminal offence and negligent or dishonest acts to our detriment. A named
executive officer may terminate his or her employment at any time with a one-month prior written notice.
Each named executive officer has agreed to hold, both during and after the termination or expiry of his or her employment
agreement, in strict confidence, and not to use, except as required in the performance of his or her duties in connection with the
employment, any of our confidential information or trade secrets or the confidential or proprietary information of any third party
received by us and for which we have confidential obligations. In addition, each named executive officer has agreed to be bound by non-
competition restrictions. Specifically, each named executive officer has agreed not to, during his or her employment with us and for a
period of two years following his or her termination with our company, be engaged as employee or in another capacity to participant
directly or indirectly in any business that is in competition with ours. Each named executive officer also agrees to comply with all
material applicable laws and regulations related to his or her responsibilities at our company as well as all material written corporate and
business policies and procedures of our company.
6.B. Compensation
For the fiscal year ended December 31, 2021, the aggregate cash compensation and benefits that we paid to our directors and
executive officers were approximately RMB14 million (US$2 million). No pension, retirement or similar benefits have been set aside or
accrued for our executive officers or directors. We have no service contracts with any of our directors providing for benefits upon
termination of employment.
Share Incentive Plans
In February 2007, our board of directors and our shareholders adopted our 2007 Global Share Plan to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, directors, and
consultants and to promote the success of our business. Our 2007 Global Share Plan was subsequently amended in December 2007. A
hundred million ordinary shares may be issued under our amended and restated 2007 Global Share Plan, or the Amended and Restated
2007 Plan.
In June 2007, our board of directors and our shareholders adopted our 2008 Global Share Plan with the same purpose as our 2007
Global Share Plan. Our 2008 Global Share Plan was subsequently amended in October 2008. Seventy million ordinary shares may be
issued under our amended and restated 2008 Global Share Plan, or the Amended and Restated 2008 Plan.
In September 2009, our board of directors and our shareholders adopted our 2009 Share Incentive Plan with purposes similar to our
2007 Global Share Plan and 2008 Global Share Plan. Our 2009 Share Incentive Plan was subsequently amended in October 2009,
August 2010, March 2015 and May 2018. 430 million ordinary shares may be issued under our amended 2009 Share Incentive Plan, or
the Amended 2009 Plan.
Plan Administration. The compensation committee administers our Amended and Restated 2007, 2008 and 2009 Plans. Our ESOP
administration committee, currently comprised solely of Mr. Qi Ji, has been delegated certain authorities, among others, to grant, in its
sole discretion, options, restricted stocks and restricted share units to be issued under the respective share incentive plans to any of our
employees and consultants except for our directors and executive officers, and the aggregate number of shares covered by any single
grant it makes shall not exceed 5,000,000 ordinary shares.
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Types of Awards. The following briefly describes the principal features of the various awards that may be granted under our
Amended and Restated 2007 and 2008 Plans.
● Options. Each option agreement must specify the exercise price. The exercise price of an option must not be less than 100% of
the fair market value of the underlying shares on the option grant date, and a higher percentage may be required. The term of an
option granted under the Amended and Restated 2007 and 2008 Plans must not exceed ten years from the date the option is
granted, and a shorter term may be required.
● Share Purchase Rights. A share purchase right is a right to purchase restricted stock. Each share purchase right under the
Amended and Restated 2007 and 2008 Plans must be evidenced by a restricted stock purchase agreement between the purchaser
and us. The purchase price will be determined by the administrator. The share purchase rights will automatically expire if not
exercised by the purchaser within 30 days after the grant date.
The following briefly describes the principal features of the various awards that may be granted under our Amended 2009 Plan:
● Options. The purchase price per share under an option will be determined by a committee appointed by our board and set forth
in the award agreement. The term of an option granted under the Amended 2009 Plan must not exceed ten years from the grant
date, and a shorter term may be required.
● Restricted Stock and Restricted Stock Units. An award of restricted stock is a grant of our ordinary shares subject to restrictions
the committee appointed by our board may impose. A restricted stock unit is a contractual right that is denominated in our
ordinary shares, each of which represents a right to receive the value of a share or a specified percentage of such value upon the
terms and conditions set forth in the Amended 2009 Plan and the applicable award agreement.
● Other Stock-based Awards. The committee is authorized to grant other stock-based awards that are denominated or payable in
or otherwise related to our ordinary shares such as stock appreciation rights and rights to dividends and dividend equivalents.
Terms and conditions of such awards will be determined by the committee appointed by our board. Unless the awards are
granted in substitution for outstanding awards previously granted by an entity that we acquired or combined, the value of the
consideration for the ordinary shares to be purchased upon the exercise of such awards shall not be less than the fair market
value of the underlying ordinary shares on the grant date.
Vesting Schedule. As of the date of this annual report, we have entered into option agreements and restricted stock award agreements
respectively under our Amended and Restated 2007 and 2008 Plans and our Amended 2009 Plan. Pursuant to our typical option
agreement, 50% of the options granted shall vest on the second anniversary of the vesting commencement date specified in the
corresponding option agreement, and 1/48 of the options shall vest each month thereafter over the next two years on the first day of
each month, subject to the optionee’s continuing to provide services to us. Pursuant to our typical restricted stock award agreement, 50%
of the restricted stock granted shall vest on the second anniversary of the vesting commencement date specified in the corresponding
restricted stock award agreement, and 1/8 of the restricted stock shall vest each six-month period thereafter over the next two years on
the last day of each six-month period, subject to the grantee’s continuing to provide services to us. For certain grants, we may also apply
different vesting schedules set forth in the relevant agreements between the grantees and us. For example, certain restricted stocks
granted shall vest over a period of ten years in equal yearly installments.
Termination of the Amended and Restated 2007 and 2008 Plans and the Amended 2009 Plan. Our Amended and Restated 2007 Plan
and our Amended and Restated 2008 Plan terminated in 2017 and 2018, respectively. Our Amended 2009 Plan will terminate in 2029.
Our board of directors may amend, suspend, or terminate our Amended 2009 Plan at any time. No amendment, alteration, suspension, or
termination of these plans shall materially and adversely impair the rights of any participant with respect to an outstanding award, unless
mutually agreed otherwise between the participant and the administrator.
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The following tables summarize options and restricted stocks that we have granted to our directors and executive officers and to
other individuals as a group under our share incentive plans as of December 31, 2021.
Name
Qi Ji
Tong Tong Zhao
John Jiong Wu
Hui Jin
Xinxin Liu
Other individuals as a group
Ordinary Shares
Underlying
Options
Awarded
4,000,000
4,363,480
1,000,000
1,000,000
*
*
*
*
*
Exercise Price
(US$/Share)
0.153
0.27525
0.153
0.153
0.05
0.4265
0.5415
0.4925
0.5415
Date of Grant
October 1, 2009
July 17, 2012
October 1, 2009
October 1, 2009
February 4, 2007
March 31, 2011
May 13, 2014
March 31, 2015
May 13, 2014
Date of Expiration
October 1, 2019
July 17, 2018
October 1, 2019
October 1, 2019
February 4, 2017
March 31, 2017
May 13, 2020
March 31, 2021
May 13, 2020
169,165,700 0.050-0.5415 February 4, 2007 – April 1, 2015 February 4, 2017 – April 1, 2021
Qi Ji
Name
Shangzhi Zhang
Hui Jin
Jian Shang
Xinxin Liu
Lei Cao
Hui Chen
Other individuals as a group
Ordinary Shares
Underlying Restricted
Stocks Awarded
2,000,000
8,978,800
16,971,870
10,982,240
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
109,301,190
Date of Grant
August 6, 2011
July 17, 2012
March 17, 2015
March 26, 2015
January 18, 2012
January 10, 2013
December 10, 2014
March 13, 2017
March 31, 2011
July 2, 2012
July 1,2013
July 17, 2014
March 26, 2015
May 5, 2014
July 23, 2020
January 10, 2013
July 1, 2013
July 17, 2014
March 26, 2015
March 17, 2017
March 27, 2018
March 7, 2019
March 18, 2020
February 1, 2021
July 23, 2020
November 3, 2020
February 7, 2011 – December 16, 2021
* Upon exercise of all options granted and vesting restricted stock granted, would beneficially own less than 1% of our outstanding
ordinary shares.
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6.C. Board Practices
General
Our board of directors currently consists of seven directors. Under our amended and restated memorandum and articles of
association, which came into effect upon our initial public offering, our board of directors shall consist of at least two directors. Pursuant
to our amended and restated articles of association, our directors may be elected by our shareholders. If our board appoints any person as
a director to fill a casual vacancy or as an addition to our existing board, such director shall be subject to re-election at our first
subsequent general meeting or annual general meeting, respectively. There is no shareholding requirement for qualification to serve as a
member of our board of directors.
Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property
and uncalled capital, and issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt,
liability or obligation of our company or of any third party.
We believe that each of Ms. Tong Tong Zhao, Mr. John Jiong Wu, Mr. Jian Shang, Mr. Theng Fong Hee and Ms. Lei Cao is an
“independent director” as that term is used in NASDAQ corporate governance rules.
Duties of Directors
Under Cayman Islands law, 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 with a view to our best interests. 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.
Terms of Directors and Executive Officers
Each of our directors holds office until a successor has been duly elected and qualified or until his or her office is otherwise vacated
in accordance with our amended and restated articles of association. All of our executive officers are appointed by and serve at the
discretion of our board of directors.
Board Committees
We have established two committees under the board of directors — the audit committee and the compensation committee. We have
adopted a charter for each of the board committees. Each committee’s members and functions are described below. We currently do not
plan to establish a nominations committee. As a foreign private issuer, we are permitted to follow home country corporate governance
practices under Rule 5615(a)(3) of the NASDAQ Marketplace Rules. This home country practice of ours differs from Rule 5605(e) of
the NASDAQ Marketplace Rules regarding implementation of a nominations committee, because there are no specific requirements
under Cayman Islands law on the establishment of a nominations committee.
Audit Committee
Our audit committee consists of three directors, namely Mr. Jian Shang, Mr. Theng Fong Hee and Ms. Lei Cao. All directors satisfy
the “independence” requirements of the NASDAQ Global Select Market and the SEC regulations. The chairman of our audit committee
is Mr. Jian Shang, who is qualified as an audit committee financial expert within the meaning of the SEC regulations. The audit
committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit
committee is responsible for, among other things:
● selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the
independent auditors;
● setting clear hiring policies for employees or former employees of the independent auditors;
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● reviewing with the independent auditors any audit problems or difficulties and management’s response;
● reviewing and approving all proposed related-party transactions;
● discussing the annual audited financial statements with management and the independent auditors;
● discussing with management and the independent auditors major issues regarding accounting principles and financial statement
presentations;
● reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and
judgments;
● reviewing with management and the independent auditors related-party transactions and off-balance sheet transactions and
structures;
● reviewing with management and the independent auditors the effect of regulatory and accounting initiatives and actions;
● reviewing policies with respect to risk assessment and risk management;
● reviewing our disclosure controls and procedures and internal control over financial reporting;
● timely reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by our
company, all alternative treatments of financial information within GAAP that have been discussed with management and all
other material written communications between the independent auditors and management;
● 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;
● annually reviewing and reassessing the adequacy of our audit committee charter;
● such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and
● meeting separately, periodically, with management, the internal auditors and the independent auditors.
Compensation Committee
Our compensation committee consists of Mr. John Jiong Wu and Mr. Jian Shang. Both directors satisfy the “independence”
requirements of NASDAQ Marketplace Rules and the SEC regulations. Our compensation committee assists the board in reviewing and
approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our
directors and executive officers. The compensation committee is responsible for, among other things:
● reviewing and approving the compensation for our directors and senior executives;
● reviewing and evaluating our director and executive compensation and benefits policies generally;
● reporting to our board of directors periodically;
● evaluating its own performance and reporting to our board of directors on such evaluation;
● periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed
changes to our board of directors; and
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● such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.
6.D. Employees
We had 18,352, 23,028 and 24,384 employees as of December 31, 2019, 2020 and 2021, respectively. We recruit and directly train
and manage all of our employees. We believe that we maintain a good working relationship with our employees and we have not
experienced any significant labor disputes. Some of our employees are represented by unions, with a variety of collective bargaining
agreements in place. Generally, we consider the relationships between us and the unions that represent our employees to be respectful.
6.E. Share Ownership
The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the
Exchange Act, of our ordinary shares, as of March 31, 2022 by:
● each of our directors and executive officers; and
● each person known to us to own beneficially more than 5% of our ordinary shares.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or
investment power with respect to the ordinary shares. Except as indicated below, and subject to applicable community property laws, the
persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by
them.
Directors and Executive Officers:
Qi Ji
John Jiong Wu
Tong Tong Zhao
Shangzhi Zhang
Jian Shang
Theng Fong Hee
Lei Cao
Hui Jin
Xinxin Liu
Hui Chen
All Directors and Executive Officers as a Group
Principal Shareholders:
Winner Crown Holdings Limited
East Leader International Limited
Invesco Ltd.
Trip.com Group Limited
T. ROWE PRICE ASSOCIATES, INC.
*
Less than 1%.
Ordinary Shares Beneficially Owned(1)
Number
%
981,862,630 (2)
76,393,880 (4)
263,246,520 (3)
*
*
—
—
*
*
*
1,063,619,650 (5)
708,653,690 (6)
262,246,520 (7)
315,743,750 (8)
220,494,460 (9)
190,450,221 (10)
30.5 %
2.4 %
8.2 %
*
*
—
—
*
*
*
33.1 %
22.0 %
8.1 %
9.8 %
6.9 %
6.0 %
(1) The number of ordinary shares outstanding in calculating the percentages for each listed person or group includes the ordinary
shares underlying options held by such person or group exercisable within 60 days after March 31, 2022. Percentage of beneficial
ownership of each listed person or group is based on (i) 3,218,188,130 ordinary shares outstanding as of March 31, 2022, and (ii) the
ordinary shares underlying share options exercisable by such person within 60 days after March 31, 2022.
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(2) Includes (i) 693,653,690 ordinary shares, and 1,500,000 ADSs representing 15,000,000 ordinary shares held by Winner Crown
Holdings Limited, or Winner Crown, a British Virgin Islands company wholly owned by Sherman Holdings Limited, a Bahamas
company, which is in turn wholly owned by Credit Suisse Trust Limited, or CS Trustee. CS Trustee acts as trustee of the Ji Family
Trust, of which Mr. Qi Ji and his family members are the beneficiaries, (ii) 3,497,670 ordinary shares and 746,475 ADSs
representing 7,464,750 ordinary shares held by Mr. Qi Ji, and (iii) 262,246,520 ordinary shares held by East Leader International
Limited, or East Leader, over which Mr. Ji has voting power pursuant to a power of attorney dated November 27, 2014. East Leader
is wholly owned by Perfect Will Holdings Limited, or Perfect Will, a British Virgin Islands company, which is in turn wholly owned
by Trident Trust Company (Singapore) Pte. Limited, or Trident Trust. Trident Trust acts as trustee of the Tanya Trust with effect
from 4th August 2021, of which Ms. Tong Tong Zhao and her family members are the beneficiaries.
(3) Includes (i) 1,000,000 ordinary shares, and (ii) 262,246,520 ordinary shares held by East Leader, a British Virgin Islands company
wholly owned by Perfect Will, a British Virgin Islands company, which is in turn wholly owned by Trident Trust. Trident Trust acts
as trustee of the Tanya Trust with effect from 4th August 2021, of which Ms. Tong Tong Zhao and her family members are the
beneficiaries. Ms. Zhao is the sole director of East Leader.
(4) Includes 76,393,880 ordinary shares held by Mr. John Jiong Wu.
(5) Includes ordinary shares and ordinary shares issuable upon exercise of all of the options that are exercisable within 60 days after
March 31, 2021 held by all of our directors and executive officers as a group.
(6) Winner Crown is a British Virgin Islands company wholly owned by Sherman Holdings Limited, a Bahamas company, which is in
turn wholly owned by CS Trustee. CS Trustee acts as trustee of the Ji Family Trust, of which Mr. Qi Ji, our founder and executive
chairman, and his family members, are the beneficiaries. Mr. Ji is the sole director of Winner Crown. The address of Winner Crown
is Vistra Corporate Service Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(7) East Leader is a British Virgin Islands company wholly owned by Perfect Will Holdings Limited, a British Virgin Islands company,
which is in turn wholly owned by Trident Trust. Trident Trust acts as trustee of the Tanya Trust with effect from 4th August 2021, of
which Ms. Tong Tong Zhao and her family members, are the beneficiaries. Ms. Zhao is the sole director of East Leader. The address
of East Leader is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
(8) Based on Amendment No. 3 to Schedule 13G filed with the SEC on February 11, 2022 by Invesco Ltd.
(9) Includes (i) 72,024,820 ordinary shares that Trip.com purchased from us, (ii) an aggregate of 116,469,640 of our ordinary shares that
Trip.com purchased from the Chengwei Funds, CDH Courtyard Limited, the IDG Funds, the Northern Light Funds and Pinpoint
Capital 2006 A Limited, and (iii) 3,200,000 ADSs representing 32,000,000 ordinary shares that Trip.com subscribed in our initial
public offering. Trip.com is a Cayman Islands company and its address is 968 Jin Zhong Road, Shanghai 200335, People’s Republic
of China.
(10) Based on Schedule 13G filed with the SEC on February 14, 2022 by T. ROWE PRICE ASSOCIATES, INC.
As of March 31, 2022, we had 3,218,188,130 ordinary shares issued and outstanding. To our knowledge, we had two record
shareholders in the United States. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the
number of record holders of our ordinary shares in the United States.
None of our existing shareholders has different voting rights from other shareholders since the closing of our initial public offering.
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
7.A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.”
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7.B. Related Party Transactions
Transactions with Trip.com
We conduct transactions in the ordinary course of our business with Trip.com, an entity in which Mr. Qi Ji, our founder, is a co-
founder and independent director. Trip.com rendered reservation services to us to facilitate our customers in making reservations at our
hotels from Trip.com’s hotel booking system. In 2021, the aggregate commission fees of our leased and owned hotels paid to Trip.com
for its reservation services amounted to RMB99 million (US$16 million). In 2021, the lease expenses of our leased and owned hotel paid
to Trip.com amounted to RMB19 million (US$3 million).
In 2021, we provided technical and marketing services to Trip.com and recorded service fees amounted to RMB62 million (US$10
million).
Transaction with Sheen Star
In April 2014, we set up Sheen Star Group Limited, or Sheen Star, together with Mr. Qi Ji and an independent third party. We own
19.99% of the equity interest in Sheen Star and Mr. Qi Ji owns 50.01%. We recognized service fees from Sheen Star in the amount of
RMB5 million (US$1 million) in 2021.
Transaction with Accor
In January 2016, we completed strategic alliance transactions with Accor to join forces in the Pan-China region to develop Accor
brands and to form an extensive and long-term alliance with Accor. After the transaction, Accor became one of our principal
shareholders and was granted a right to nominate one director to our board of directors. We recorded brand use fee, reservation and other
related service fee to Accor of RMB22 million(US$3 million) in 2021. We also recognized service fee from Accor of RMB3 million
(US$0.5 million) in 2021. Mr. Sébastien Bazin resigned as our director in December 2021, since then, Accor no longer has any board
representation on our board of directors. Accor is no longer our related party as of the date of this annual report.
Transaction with Cjia Group
China Cjia Group Limited (the “Cjia Group”) is one of our equity investees. We sold goods and provided IT and other services to
Cjia Group amounted to RMB11 million (US$2 million) in 2021.
In 2021, the lease expenses our lease hotels recognized to Cjia Group amounted to RMB12 million (US$2 million).In 2021, we
recognized sublease income from Cjia Group amounted to RMB6 million (US$1 million).
In 2021, we acquired business from Cjia Group with consideration of RMB834 million (US$131 million), primarily in relation to the
business acquisition of CitiGo.
Transaction with China Hospitality JV
In 2018, we, together with TPG, formed China Hospitality JV, Ltd. (“China Hospitality JV”), in which we own 20% equity interest.
We recognized service fee amounted to RMB2 million (US$0.3 million) from China Hospitality JV in 2021.
Transaction with Shanghai Lianquan Hotel Management Co., Ltd. (“Lianquan”)
Lianquan is one of our equity investees. In 2021, the sublease income we recognized from Lianquan amounted to RMB10 million
(US$2 million).
Transaction with Suzhou Huali Jinshi Construction Decoration Co., Ttd (“Huali Jinshi”)
Huali Jinshi is one of our equity investees. In 2021, we incurred construction service fee of RMB42 million (US$7 million) to Huali
Jinshi.
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Transaction with Shenzhen Hitone Investment Fund Partnership (LLP) ( “Hitone”)
Hitone is one of our equity investees. In 2021, we made loan payment to Hitone of RMB5 million (US$1 million) to Hitone.
Employment Agreements
See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management — Employment Agreements”
for a description of the employment agreements we have entered into with our senior executive officers.
Share Incentives
See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and Executive Officers — Share
Incentive Plans” for a description of share options we have granted to our directors, officers and other individuals as a group.
7.C. Interests of Experts and Counsel
Not applicable.
ITEM 8.
FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
8.A.1. See “Item 18. Financial Statements” for our audited consolidated financial statements.
8.A.2. See “Item 18. Financial Statements” for our audited consolidated financial statements, which cover the last three
financial years.
8.A.3. See page F-2 for the report of our independent registered public accounting firm.
8.A.4. Not applicable.
8.A.5. Not applicable.
8.A.6. Not applicable.
8.A.7. See “Item 4. Information on the Company — B. Business Overview — Legal and Administrative Proceedings.”
8.A.8. Dividend Policy
On January 3, 2020, we declared a cash dividend of US$0.34 per ordinary share, or US$0.34 per ADS. Cash dividends are paid in
U.S. dollars, and the total amount of cash distributed for the dividend was approximately US$100 million, which was paid in full by
February 5, 2020. The cash dividend per ordinary share presented in this paragraph did not retroactively reflect the Share Subdivision.
On March 3, 2022, we declared a cash dividend of US$0.021 per ordinary share, or US$0.21 per ADS. Cash dividends are paid in
U.S. dollars, and the total amount of cash distributed for the dividend was approximately US$68 million, which was paid in full in April
2022.
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We are a holding company with no material operations of our own. We conduct our operations primarily through our subsidiaries in
China, as well as our subsidiaries in Europe and other jurisdictions. As a result, our ability to pay dividends and to finance any debt we
may incur depends upon dividends paid to us by our subsidiaries. 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 PRC
subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC
accounting standards and regulations. Pursuant to laws applicable to entities incorporated in the PRC, our subsidiaries in the PRC must
make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following:
(i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the
general reserve fund requires an annual appropriation of 10% of after-tax profit (as determined under accounting principles generally
accepted in the PRC at each year-end) until the accumulative amount of such reserve fund reaches 50% of its registered capital; the other
fund appropriations are at the subsidiaries’ discretion. These reserve funds can only be used for specific purposes of enterprise
expansion, staff bonus and welfare, and are not distributable as cash dividends. We may make a moderate dividend distribution every
year with the range of 0.5% to 2.0% of our market capitalization from current year net income. If we pay any dividends, we will pay our
ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and
expenses payable thereunder. We are restricted from distributing cash dividends until June 30, 2021 pursuant to the waiver from certain
financial covenants that we obtained on April 17, 2020 for our syndicated bank loans. In March 2022, we announced that our board of
directors declared a cash dividend of approximately US$68millon. To facilitate this dividend distribution and meet the oversea treasury
demand, certain amount of dividends from our PRC subsidiaries to our oversea subsidiaries was planned. Other than these dividends
distributions, we intend to indefinitely reinvest the remaining undistributed earnings of our PRC subsidiaries.
Our German subsidiaries are permitted to pay dividends from their distributable profit as long as there are no agreements, such as
debt covenants, that restrict such payments, in which regulations applying to stock corporations (Aktiengesellschaft) have to be taken into
account. See “Item 5—Operating and Financial Review and Prospects—A. Operating Results—Outstanding Indebtedness” for more
information. The distributable profit is calculated based on the respective subsidiary’s annual unconsolidated financial statements
prepared in accordance with the German accounting principles, namely, the general accounting principles stated in the German
Commercial Code (Handelsgesetzbuch). Distributions of dividends on shares of stock corporations (Aktiengesellschaften) for a given
financial year are generally determined by a process in which the management board (Vorstand) and supervisory board (Aufsichtsrat)
submit a proposal to the annual general shareholders’ meeting (Hauptversammlung) held in the subsequent financial year and such
annual general shareholders’ meeting (Hauptversammlung) adopts a resolution. German law provides that a resolution concerning
dividends and distribution thereof may be adopted only on the basis of a balance sheet profit (Bilanzgewinn) shown in the company’s
adopted annual single entity financial statements (festgestellter Jahresabschluss). If the management board and supervisory board adopt
the financial statements, they can (but are not obliged to) allocate an amount of up to half of the company’s net income for the year to
other surplus reserves. Additions to the legal reserves and loss carryforwards must be deducted in advance when calculating the amount
of net income for the year to be allocated to other surplus reserves. Dividends on shares resolved by the general shareholders’ meeting
(Hauptversammlung) are paid annually, generally shortly after the annual shareholders’ meeting (Hauptversammlung), in compliance
with the rules of the respective clearing system. Dividend payment claims by shareholders are subject to a three-year statute of
limitations. Details concerning any dividends resolved by the annual shareholders’ meeting (Hauptversammlung) and the respective
paying agents specified by the company will be published in the electronic version of the Federal Gazette (elektronischer
Bundesanzeiger). The German subsidiaries are mainly integrated into Steigenberger Hotels AG through control and profit and loss
transfer agreements (Beherrschungs- und Gewinnabf✔hrungsverträge) in such a way that its annual profits or losses are automatically
transferred to Steigenberger Hotels AG. Steigenberger Hotels AG is prohibited from conducting dividend distribution during the 60-
month term of a facility it obtained in July 2020.
Pursuant to the Companies Act 1967 of Singapore, dividends are only payable out of profits. Typically, the directors will recommend
a particular rate of dividend and the company in general meeting will declare the dividend subject to the maximum recommended by the
directors.
Subject to certain contractual restrictions, our board of directors has complete discretion in deciding whether to distribute dividends
and the dividend amounts within the approved range. Other than these dividends distributions, we intend to indefinitely reinvest the
remaining undistributed earnings of our PRC subsidiaries.
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8.B. Significant Changes
Except as disclosed elsewhere in this annual report, 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
9.A. Offering and Listing Details
Our ADSs have been listed on the NASDAQ Global Select Market under the symbol “HTHT” since March 26, 2010. In 2019, 2020
and 2021, no significant trading suspensions occurred.
Our ordinary shares have been listed on the Hong Kong Stock Exchange since September 22, 2020 under the stock code “1179.”
9.B. Plan of Distribution
Not applicable.
9.C. Markets
The principal trading market for our shares is the NASDAQ Global Select Market, on which our shares are traded in the form of
ADSs. Our ordinary shares are also traded on the Hong Kong Stock Exchange under the stock code “1179.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not applicable.
10.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 registration statement on Form F-1 (File No. 333-165247) originally filed with the Securities and Exchange
Commission on March 5, 2010, as amended. Our shareholders adopted our amended and restated memorandum and articles of
association by a special resolution on March 12, 2010 and further amended our amended and restated memorandum and articles of
association by special resolutions on November 21, 2012, December 16, 2015 and December 23, 2020, respectively.
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10.C. Material Contracts
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” and in Item 7, “Major Shareholders and Related Party Transactions” or elsewhere in this annual
report.
10.D. Exchange Controls
See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulations on Foreign Currency Exchange.”
10.E. Taxation
The following summary of the material Cayman Islands, People’s Republic of China and United States federal income tax
consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the
date of this annual report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to
an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws.
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 or to holders of our
ADSs or ordinary shares levied by the Government of the Cayman Islands except for stamp duties which may be applicable on
instruments executed in, brought to, or produced before a court of the Cayman Islands. The Cayman Islands is a party to a double
taxation treaty with the United Kingdom but otherwise is not party to any double tax treaties. There are no exchange control regulations
or currency restrictions in the Cayman Islands.
PRC Taxation
PRC taxation on us
● Enterprise Income Tax
On March 16, 2007, the National People’s Congress, the Chinese legislature, passed the Enterprise Income Tax Law, which was
amended in December 2018, and on December 6, 2007, the PRC State Council issued the Implementation Regulations of the Enterprise
Income Tax Law, which was amended in April 2019, both of which became effective on January 1, 2008. The Enterprise Income Tax
Law and its Implementation Regulations, or 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 restructures China’s tax preference policy under the
general principle that industries and projects that are encouraged and supported by the State may enjoy tax preferential treatment. For
example, enterprises classified as “high and new technology enterprises strongly supported by the State” are entitled to a 15% enterprise
income tax rate. Enterprises classified as “small and micro businesses” enjoy a preferential tax rate of 20% with a discount to taxable
income.
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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. The State Taxation Administration, or the STA (previously known as State Administration of Taxation, or the SAT), 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. Circular 82 provides certain specific criteria for determining
whether the “de facto management body” of a PRC-controlled offshore incorporated enterprise is located in China, which include: (a) the
location where senior management members responsible for an enterprise’s daily operations discharge their duties; (b) the location where
financial and human resource decisions are made or approved by organizations or persons; (c) the location where the major assets and
corporate documents are kept; and (d) the location where more than half (inclusive) of all directors with voting rights or senior
management have their habitual residence. In addition, the STA issued Public Announcement [2011] No. 45 in 2011 and Public
Announcement [2014] No.9 in 2014, providing more guidance on the implementation of Circular 82 and clarifying matters including
resident status determination, post-determination administration and competent tax authorities. The above-mentioned tax circulars apply
only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups and are not applicable to our case. But the
determining criteria set forth in such tax circulars 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. Currently, there are no further detailed rules or precedents
applicable to us regarding the procedures and specific criteria for determining “de facto management body” for a company like us. 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”.
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 preferential withholding tax rate. A holding company which is a tax resident in Hong Kong, for example, would be subject
to a 5% withholding tax rate on the dividends received from its PRC subsidiary if the holding company owns at least 25% equity in the
PRC subsidiary and is the beneficial owner of the dividends.
The EIT Law provides that PRC resident enterprises are generally subject to the uniform 25% enterprise income tax rate on their
worldwide income. Therefore, if we are treated as a PRC “resident enterprise”, we will be subject to PRC income tax on our worldwide
income at the 25% uniform tax rate, which could have an impact on our effective tax rate and an adverse effect on our net income and
results of operations, although we would be exempt from enterprise income tax on dividends distributed from our PRC subsidiaries to us,
since such dividend income distributed to a PRC resident enterprise is exempted from enterprise income tax under the EIT Law.
However, if we are required under the EIT Law to pay income tax on any dividends we receive from our PRC subsidiaries, our income
tax expenses will increase and the amount of dividends, if any, we may pay to our shareholders and ADS holders may be materially and
adversely affected.
● Value-added Tax
On March 23, 2016, the Ministry of Finance of China (the “MOF”), and the STA 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. Pursuant to Circular 36, most of our PRC subsidiaries’ business are subject to value-added tax, or VAT, at a rate of 6%
as general VAT taxpayers, and they would be permitted to offset input VAT by providing valid VAT special invoices received from
vendors against their VAT liability.
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On March 20, 2019, the MOF, the STA and the General Administration of Customs of China jointly issued the Public Announcement
on Strengthening the VAT Reform Policies, or Public Announcement [2019] No. 39, pursuant to which, during the period from April 1,
2019 to December 31, 2021, a general VAT taxpayer engaging in the provision of living services, postal service, telecommunications
service or modern services with sales revenue from the provision of such services accounting for more than 50% of its total sales revenue
is allowed to deduct extra 10% of the deductible input VAT for the current period from the VAT payable. Such rate of extra deduction of
input VAT was increased to 15% during the period from October 1, 2019 to December 31, 2021 for general VAT taxpayers engaging in
provision of living services with sales revenue from the provision of living services accounting for more than 50% of its total sales
revenue pursuant to the Public Announcement on Clarifying the VAT Super Deduction Policy for the Living Service Sector, or Public
Announcement [2019] No. 87, jointly issued by the MOF and the STA on September 30, 2019. Our PRC subsidiaries that provide living
services and meet the required criteria stipulated in Public Announcement [2019] No. 39 and Public Announcement [2019] No. 87 would
be permitted to enjoy such extra deduction of input VAT at a rate of 10% during period from April 1, 2019 to September 30, 2019, and at
a rate of 15% during period from October 1, 2019 to December 31, 2021, and PRC subsidiaries that provide non-living services but meet
the required criteria stipulated in Public Announcement [2019] No. 39 would be permitted to enjoy such extra deduction of input VAT at
a rate of 10% during period from April 1, 2019 to December 31, 2021. The above-mentioned super VAT deduction policy was extended
to December 31, 2022 pursuant to Public Announcement [2022] No. 11 jointly issued by the MOF and the STA on March 3, 2022. It is
uncertain whether such preferential policy will continue to be applicable upon expiry.
On February 6, 2020, the MOF and the STA jointly issued the Public Announcement on Tax Policies to Support Prevention and
Control of Pneumonia Caused by COVID-19, or Public Announcement [2020] No.8, which retroactively came into force on January 1,
2020, providing that revenue derived by VAT taxpayers from provision of living services shall be temporarily exempted from VAT from
January 1, 2020. VAT taxpayers that elect to enjoy such temporary VAT exemption would not be permitted to issue VAT general invoices
to customers. Such temporary VAT exemption policy was extended to March 31, 2021 pursuant to Public Announcement [2021] No. 7
jointly issued by the MOF and the STA on March 17, 2021, and was no longer applicable upon expiry.
PRC taxation of our overseas shareholders.
Under the EIT Law, PRC enterprise income tax at the rate of 10% is applicable to dividends payable to investors that are “non-
resident enterprises”, which do not have an establishment or place of business in the PRC, or which have such establishment or place of
business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends
have their sources within the PRC. Similarly, any gain realized on the transfer of ADSs or ordinary shares by such investors is also
subject to 10% PRC enterprise income tax if such gain is regarded as income derived from sources within the PRC. Therefore, if we are
considered a PRC “resident enterprise”, dividends we pay to non-resident enterprise investors with respect to our ADSs or ordinary
shares and the gains realized from the transfer of our ADSs or ordinary shares may be considered as income derived from sources within
the PRC and be subject to PRC enterprise income tax at a rate of 10% or lower, subject to the provisions of any applicable bilateral tax
treaty. The double taxation treaty between the PRC and the United States, or the Treaty, does not reduce the 10% tax rate.
Moreover, non-resident individual investors are required to pay PRC individual income tax at the rate of 20% instead of 10%
enterprise income tax on dividends payable to the investors or any capital gains realized from the transfer of ADSs or ordinary shares if
such gains are deemed income derived from sources within the PRC, unless there is an applicable tax treaty providing exemption or for a
lower withholding tax rate. Under the PRC Individual Income Tax Law (as amended), or IITL, non-resident individual refers to an
individual who has no domicile in China and does not stay in the territory of China or who has no domicile in China and has stayed in the
territory of China for less than 183 days in aggregate in a calendar year. Pursuant to the IITL and its implementation rules, for purposes
of the PRC capital gains tax, the taxable income will be the balance of the transfer price for the transfer of the ADSs or ordinary shares
minus the original value and related taxes paid for such transfer. Therefore, if we are considered a PRC resident enterprise and dividends
we pay with respect to our ADSs or ordinary shares and the gains realized from the transfer of our ADSs or ordinary shares are
considered income derived from sources within the PRC by relevant competent PRC tax authorities, such dividends and gains earned by
non-resident individuals may be subject to PRC individual income tax.
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United States Federal Income Tax Considerations
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and
disposing of ordinary shares or ADSs, but it does not purport to be a comprehensive description of all tax considerations that may be
relevant to a particular person’s decision to own such ordinary shares or ADSs. This discussion applies only to a U.S. Holder that holds
ordinary shares or ADSs as capital assets within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”). In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular
circumstances, including alternative minimum tax consequences, the Medicare tax on net investment income, and different tax
consequences that may apply to U.S. Holders subject to special rules, such as:
● certain financial institutions;
● dealers or traders in securities who use a mark-to-market method of tax accounting;
● persons holding ordinary shares or ADSs as part of a straddle, wash sale, conversion transaction or integrated transaction or
persons entering into a constructive sale with respect to the ordinary shares or ADSs;
● persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
● entities or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein);
● tax-exempt entities;
● persons that own or are deemed to own ten percent or more of our ordinary shares (measured by voting power or value); or
● persons who acquired our ordinary shares or ADSs pursuant to the exercise of an employee stock option or otherwise as
compensation.
This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury
regulations, all as of the date hereof, and any of which is subject to change, possibly with retroactive effect. It is also based in part on
representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be
performed in accordance with its terms.
A “U.S. Holder” is a beneficial owner of ordinary shares or ADSs that is a citizen or resident of the United States or a U.S. domestic
corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such ordinary shares or ADSs.
In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying ordinary shares represented by those ADSs for
U.S. federal income tax purposes. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated as the
beneficial owner of the underlying ordinary shares represented by the ADSs.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and foreign tax consequences of owning and
disposing of ordinary shares or ADSs in their particular circumstances.
Taxation of Distributions
Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on ordinary shares or
ADSs, other than certain pro rata distributions of ordinary shares, will be treated as dividends to the extent paid out of our current or
accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of
our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be treated as dividends
for U.S. federal income tax purposes.
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A non-corporate recipient of dividend income from a “qualified foreign corporation” will generally be subject to tax at a reduced
U.S. federal tax rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period and
other requirements are met. A non-U.S. corporation will generally be considered to be a qualified foreign corporation (a) if it is eligible
for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is
satisfactory for purposes of this provision and which includes an exchange of information program, or (b) with respect to any dividend it
pays on stock or that are readily tradable on an established securities market in the United States, provided, in both cases, that the
corporation is not a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. Our ADSs are listed on the
NASDAQ Global Select Market, and will qualify as readily tradable on an established securities market in the United States so long as
they are so listed. As discussed below in “Passive Foreign Investment Company Rules”, based on our financial statements and relevant
market and shareholder data, we believe that we should not be treated as a PFIC for U.S. federal income tax purposes with respect to our
2020 and 2021 taxable years. In addition, based on our financial statements and our current expectations regarding the value and nature
of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for
our 2022 taxable year. Since our ordinary shares are not themselves listed on an established securities market in the United States,
dividends that we pay on our ordinary shares that are not backed by ADSs may not be eligible for the reduced tax rate. If, however, we
are deemed to be a resident enterprise under the PRC Enterprise Income Tax Law, we may be eligible for the benefits of the Treaty
(which the U.S. Treasury has determined is satisfactory for this purpose) and in that case we would be treated as a qualified foreign
corporation with respect to dividends paid on our ordinary shares or ADSs. Each non-corporate U.S. Holder is advised to consult its tax
advisors regarding the availability of the reduced tax rate applicable to qualified dividend income for any dividends we pay with respect
to our ADSs or ordinary shares. The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will
not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code.
Dividends we pay may be subject to PRC withholding tax. For U.S. federal income tax purposes, the amount of any dividend will
include amounts withheld in respect of such PRC withholding tax. See “Item. 10. Additional Information—E. Taxation—PRC Taxation.”
As a result of recent changes to the foreign tax credit rules, for taxable years beginning after December 28, 2021, any PRC income tax
withheld from dividends on our ordinary shares or ADSs is unlikely to be treated as creditable unless the U.S. Holder is eligible for and
elects benefits under the Treaty. For years beginning on or before December 28, 2021, subject to applicable limitations, some of which
may vary depending upon a U.S. Holder’s circumstances, PRC income taxes withheld from dividends on ordinary shares or ADSs at a
rate not exceeding the rate applicable under the Treaty may be creditable against the U.S. Holder’s U.S. federal income tax liability. PRC
taxes withheld in excess of the rate applicable under the Treaty generally will not be eligible for credit against a U.S. Holder’s federal
income tax liability. A U.S. Holder who does not claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for
U.S. federal income tax purposes, in respect of such taxes, but only for a year in which such U.S. Holder elects to do so for all creditable
foreign income taxes. The rules governing foreign tax credits are complex, and U.S. Holders should consult their tax advisers regarding
the creditability of foreign taxes in their particular circumstances.
Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s, or in the case of ADSs, the depositary’s,
actual or constructive receipt of the dividend. The amount of any dividend income paid in RMB will be the U.S. dollar amount calculated
by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.
If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency
gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss, which would be U.S. source
ordinary gain or loss, if the dividend is converted into U.S. dollars after the date of receipt.
Sales or Other Dispositions of Ordinary Shares or ADSs
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of ordinary shares or ADSs will be capital
gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ordinary shares or ADSs for more than one year. The
amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ordinary shares or ADSs disposed of and
the amount realized on the disposition, in each case as determined in U.S. dollars. The deductibility of capital losses is subject to
limitations.
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As described in “— PRC Taxation — PRC taxation on us,” if we were deemed to be a tax resident enterprise under PRC tax law,
gains from dispositions of our ordinary shares or ADSs may be subject to PRC withholding tax. In that case, a U.S. Holder’s amount
realized would include the gross amount of the proceeds of the sale or disposition before deduction of the PRC tax. Although any such
gain of a U.S. Holder would generally be characterized as U.S.-source income, a U.S. Holder that is eligible for the benefits of the Treaty
may be entitled to elect to treat the gain as foreign-source income for foreign tax credit purposes. As a result of recent changes to the
foreign tax credit rules, for taxable years beginning after December 28, 2021, any PRC tax imposed on the sale or other disposition of
our ordinary shares or ADSs by a U.S. Holder is unlikely to be treated as creditable unless the U.S. Holder is eligible for and elects
benefits under the Treaty. U.S. Holders should consult their tax advisers regarding their eligibility for benefits under the Treaty and the
creditability of any PRC tax on dispositions with respect to their particular circumstances.
Deposits and withdrawals of ordinary shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss
for U.S. federal income tax purposes.
Passive Foreign Investment Company Rules
We do not believe we were a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our 2021
taxable year. However, because PFIC status depends on the composition of our income and assets and the market value of our assets
from time to time, as well as our market capitalization at the close of each quarter, there can be no assurance that we will not be a PFIC
for any taxable year. While we do not believe we will be or become a PFIC in the current or future taxable years, the determination of
whether we are or will become a PFIC will depend in part upon the value of our goodwill and other intangible assets (which will depend
upon the market price of our ADSs from time to time, which may be volatile). Among other matters, if our market capitalization
declines, we may be or become a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our
classification or valuation of our goodwill and other intangible assets, which may result in our company being or becoming a PFIC for
the current or one or more future taxable years.
If we were a PFIC for any taxable year during which a U.S. Holder held ordinary shares or ADSs, gain recognized by a U.S. Holder
on a sale or other disposition (including certain pledges) of the ordinary shares or ADSs would be allocated ratably over the U.S.
Holder’s holding period for the ordinary shares or ADSs. The amounts allocated to the taxable year of the sale or other disposition and to
any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject
to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be
imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ordinary
shares or ADSs exceeds 125% of the average of the annual distributions on the ordinary shares or ADSs received during the preceding
three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as
gain, described immediately above.
If we were a PFIC, a U.S. Holder could, if certain conditions are met, make a mark-to-market election with respect to our ADSs that
would result in tax treatment different from the general tax treatment for PFICs described above. Because a mark-to-market election
cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our
ADSs will generally continue to be subject to the foregoing rules with respect to such U.S. Holder’s indirect interest in any investments
held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. If a U.S. Holder were to make an effective
mark-to-market election for the first year that we are a PFIC, the holder generally would recognize as ordinary income any excess of the
fair market value of the ADSs at the end of each taxable year over its adjusted tax basis, and would recognize an ordinary loss in respect
of any excess of the adjusted tax basis of the ADSs over their fair market value at the end of the taxable year (but only to the extent of the
net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the holder’s
tax basis in the ADSs will be adjusted to reflect these income or loss amounts. If we were a PFIC, it is unclear whether our ordinary
shares would be treated as “marketable stock” eligible for the mark-to-market election. Any gain recognized on the sale or other
disposition of ADSs in a year when we are a PFIC would be treated as ordinary income and any loss would be treated as an ordinary loss
(but only to the extent of the net amount of income previously included as a result of the mark-to-market election).
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A timely election to treat us as a qualified electing fund under Section 1295 of the Code would also result in alternative treatment
from the general treatment for PFICs described above (which alternative treatment could, in certain circumstances, mitigate the adverse
tax consequences of holding shares in a PFIC). U.S. Holders should be aware, however, that we do not intend to satisfy record-keeping
and other requirements or provide relevant information that would permit U.S. Holders to make qualified electing fund elections if we
were a PFIC.
In addition, if we were a PFIC, the favorable rates discussed above with respect to dividends paid to certain non-corporate U.S.
Holders would not apply. Furthermore, if we were a PFIC for any taxable year during which a U.S. Holder held ordinary shares or ADSs,
such U.S. Holder may be required to file a report (IRS Form 8621 or other relevant form) containing such information as the U.S.
Treasury may require. U.S. Holders should consult their tax advisers regarding the potential application of the PFIC rules, including
potential reporting obligations.
Specified Foreign Financial Assets
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$ 50,000 on the last day of
the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their
tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held
at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial
institutions. The understatement of income attributable to “specified foreign financial assets” in excess of US$5,000 extends the statute
of limitations with respect to the tax return to six years after the return was filed. Higher reporting thresholds apply to certain individuals
living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as
formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S.
Holders who fail to report the required information could be subject to substantial penalties. Prospective investors should consult their
own tax advisors concerning the application of these rules to their investment in ADSs or ordinary shares, including the application of
the rules to their particular circumstances.
Information Reporting and Backup Withholding
Dividend payments with respect to ADSs or ordinary shares and proceeds from the sale or exchange of ADSs or ordinary shares
may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding. Backup withholding will
not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or
who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must
provide such certification on Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisers regarding the
application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal
income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the
appropriate claim for refund with the Internal Revenue Service and furnishing any required information.
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German Taxation
Income Taxation
German-based corporations (AG and GmbH) are subject to corporate income tax (CIT) and in general also to trade tax, which is a
profit tax levied by the municipalities (TT). CIT is charged at a rate of 15% on the taxable income. A 5.5% solidarity surcharge is
charged on the CIT, resulting in an effective tax rate of 15.825%. Trade tax is also charged on the taxable income by the local
municipalities whereas the tax rates depends on the local multiplier of each municipality. Thus, TT rates vary from town to town.
Typically, TT is levied at an effective rate of 7% – 17.5%. For Frankfurt, the TT rate amounts to 16.1% and for Munich to 17.15%.
Partnerships themselves (GmbH & Co. KG) that qualifies as so-called entrepreneurial partnerships for tax purposes
(Mitunternehmerschaften) are subject to TT but not subject to CIT. For CIT purposes, a partnership is tax transparent; i.e., the taxable
income of a partnership is determined at the level of the partnership itself and then allocated to the partners in proportion to their interest
in the partnership, irrespective of an actual distribution. In case a partner of a partnership is a corporation, the income is subject to CIT at
the level of the partners. If the conditions are fulfilled, expenses of the partner that arise in connection with its partnership participation
are tax deductible from the taxable income of the partnership as so-called special purpose expenses (Sonderbetriebsausgaben), subject to
general rules that may be applicable in relation to deduction of expenses and further provided that the expenses are included in the tax-
filing at the level of the partnership.
German branches/permanent establishments of foreign corporations are subject to CIT and TT. In case of permanent establishments,
the German double tax treaties generally assign the taxation right to the state in which the permanent establishment is located. The
participation of a foreign corporation (China Lodging Holdings Singapore Pte. Ltd.) in a German partnership (DH Group GmbH & Co.
KG) as limited partner can create a permanent establishment of the foreign corporation in Germany for CIT and TT purposes.
Participation exemption
Dividends received by a German corporation are generally exempt from CIT if in particular a participation quota of at least 10% at
the beginning of the year the dividend distribution takes place is fulfilled and the distributed dividend has not reduced the taxable income
of the distributing entity; 5% of the dividends are deemed as non-deductible business expenses. Consequently, dividends are effectively
95% tax exempt. The effective CIT including solidarity surcharge on dividends therefore amounts to approximately 0.8% (= 5% taxable
portion x 15.825% tax rate). This participation exemption applies regardless of a minimum holding period or the residence of the
subsidiary (German or foreign). The participation exemption inter alia does not apply if the shares are held as a trading stock of banks
and financial institutions.
The 95% exemption applies to TT under additional requirements. For dividends from German corporations the minimum
shareholding at the beginning of the year must be at least 15% instead of 10%; Otherwise, the dividends are fully taxable for TT
purposes. The same hold principally true with regard to the TT-treatment of dividends from foreign corporations.
The 95% participation exemption also applies to capital gains from the disposal of shares in corporations. Exceptions only apply in
case of certain tax neutral restructurings made in the past and in case of past tax-effective write-downs. The 95% participation exemption
for capital gains applies to both CIT and TT. Again, the participation exemption for capital gains inter alia does not apply if the shares are
held as a trading stock of banks and financial institutions or as an investment of a life or health insurance company.
Tax group for CIT and TT purposes
A tax group in Germany allows a set-off of taxable income (positive and negative) for CIT and TT purposes at the level of the entity
heading the tax group (parent company). Such tax group requires in particular the holding of the majority in voting rights (financial
integration) from the beginning of the fiscal year of the parent subsidiary company as well as the implementation and proper execution of
a profit and loss transfer agreement for a fixed minimum period of at least five calendar years. Accordingly, all profits made as well as all
losses suffered at the level of the subsidiary/ies in a tax group as determined pursuant to German accounting rules (HGB) have to be
transferred to or need to be compensated by the head of the tax group. One advantage of the tax group is that the profit transfer is not
subject to dividend taxation (i.e. no CIT/TT on the 5% non-deductible expenses). Only corporations subject to unlimited corporate
income tax with its place of registered office and management in Germany and seat in a EU or EEA country can be subsidiaries in a tax
group.
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Withholding Taxes
Dividends paid by German corporations are subject to withholding tax (Kapitalertragsteuer) at a rate of 25% plus 5.5% solidarity
surcharge thereupon. A German resident shareholder in the form of a corporation may offset the paid withholding tax against its tax
burden or if higher than its tax burden get a refund in the course of the tax assessment. For shareholders which are non-resident in
Germany, the withholding tax may generally become a final tax cost unless exemptions apply.
In this regard, for example, a 40% (resp. two fifths) refund on the withholding tax is granted upon application at the Federal Central
Tax Office (Bundeszentralamt f✔r Steuern), if the dividend recipient is domiciled abroad and there is no double taxation treaty with
Germany. Therefore, an effective withholding tax rate of 15.825% on dividends for German non-resident shareholders applies. However,
this refund is subject to enhanced substance requirements.
According to the EU Parent-Subsidiary Directive as implemented into German domestic law, the withholding tax can be reduced to
zero (upon prior application and issuance of a respective tax exemption certificate), if the dividends are paid by a German subsidiary to
its EU shareholder corporation that has held a 10% minimum participation in the German subsidiary for at least 12 months and respective
substance requirements pursuant to German anti-treaty shopping provisions are met.
Furthermore, based on double tax treaties between Germany and the shareholder’s country of residence, the withholding tax may be
(upon application) reduced to 5% to 15%. Also in these cases, the WHT reduction has to be applied for and substance requirements have
to be met.
By contrast, profit distributions paid by a partnership (for example, GmbH &Co. KG) are not subject to withholding tax because
they are qualified as “withdrawals” rather than dividends from a German income tax perspective.
If a partnership receives dividends from its corporate subsidiaries and if these corporate subsidiaries are to be actually attributable to
the permanent establishment of the German partnership, the dividend withholding tax cannot be reclaimed at the level of a partnership
but only at the level of its partners. This also applies to foreign partners of the German partnership which creates a permanent
establishment due to the participation in a partnership in Germany and are therefore subject to limited CIT and thus, have to file a CIT
return in Germany.
However, reclaiming of the dividend withholding tax in such German CIT return of the foreign partner can only be made in case the
corporate subsidiaries of the partnership are actually attributable to the permanent establishment of the German partnership. As a German
partnership is a semi-transparent entity, the corporate subsidiaries must be in a functional relationship with the partnership in order to be
attributed to the German permanent establishment of the partnership. If the corporate subsidiaries are not attributable to the permanent
establishment of the German partnership, they would be directly attributed to the foreign partner of the partnership. In this case, the
dividends from such corporations would be seen as directly received by the foreign partner and not by the German partnership, leading to
the application of the general refund procedure explained above (including the prove of substance).
Singapore Taxation
Corporate Tax
The prevailing corporate tax rate in Singapore is 17% with effect from Year of Assessment 2010. In addition, the partial tax
exemption scheme for Year of Assessment 2019 and before applies on the first S$300,000 of normal chargeable income; specifically
75% of up to the first S$10,000 of a company’s normal chargeable income, and 50% of up to the next S$290,000 is exempt from
corporate tax. Starting from Year of Assessment 2020, the partial tax exemption scheme applies on the first S$200,000 of a company’s
normal chargeable income; specifically 75% of up to the first S$10,000 of a company’s normal chargeable income, and 50% of up to the
next S$190,000 is exempt from corporate tax. The remaining chargeable income (after the partial tax exemption) will be taxed at 17%.
For the Years of Assessment 2018, 2019 and 2020, companies will be granted a corporate income tax rebate of 40%, 20% and 25%
respectively of the tax payable for the year of assessment, subject to a cap of S$15,000, S$10,000 and S$15,000 respectively per year of
assessment.
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Singapore has a tax exemption scheme for new start-up companies that was introduced in Year of Assessment 2005 to support
entrepreneurship and help the growth of local enterprises. For the Year of Assessment 2019 and before, there will be a full exemption on
the first S$100,000 of normal chargeable income, and a further 50% exemption on the next S$200,000 of normal chargeable income.
From Year of Assessment 2020 onwards, there will be a 75% exemption on the first S$100,000 of normal chargeable income, and a
further 50% exemption on the next S$100,000 of normal chargeable income.
Our subsidiaries in Singapore are subject to Singapore corporate income tax at a rate of 17%.
Dividend Distributions
Singapore adopts a one-tier corporate tax system under which the tax collected from corporate profits is a final tax and the after-tax
profits of a company resident in Singapore can be distributed to its shareholders as tax-exempt dividends. Such dividends are tax-exempt
in the hands of the shareholders, irrespective of whether the shareholder is a company or an individual and whether or not the shareholder
is a Singapore tax resident. Singapore does not currently impose withholding tax on dividends paid to resident or non-resident
shareholders.
Goods and Services Tax
Goods and services tax in Singapore is a consumption tax that is levied on the import of goods into Singapore, as well as nearly all
supplies of goods and services in Singapore at a prevailing rate of 7%.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are
required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than
four months after the close of each fiscal year, which is December 31. Copies of reports and other information, when so filed, may be
inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the Securities and
Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the
Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the
SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the
furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the
reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
10.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 the interest rates for our outstanding debt and the interest income generated by
excess cash invested in liquid investments with original maturities of three months or less. We do not rely on derivative financial
instruments to manage our interest risk exposure. Interest-earning instruments carry a degree of interest rate risk.
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We have not been exposed to material risks due to changes in interest rates. However, our future interest income and interest expense
may be different from expected due to changes in market interest rates.
Foreign Exchange Risk
A significant portion of our revenues, expenses and financial assets are denominated in the Renminbi. Our reporting currency is
Renminbi. The functional currencies of entities within Deutsche Hospitality include Euro and other currencies such as Swiss Franc. Our
exposure to foreign exchange risk primarily relates to cash and cash equivalents and loans denominated in U.S. dollars and Euro, and our
investment in equity securities of Accor denominated in Euro. Although in general, our 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 and
between U.S. dollars and Euro because the value of our business is effectively denominated in RMB and Euro, while the ADSs will be
traded in U.S. dollars.
The value of the RMB against the U.S. dollar, the Hong Kong dollar and other currencies may fluctuate and is affected by, among
other things, changes in China’s political and economic conditions. The conversion of RMB into foreign currencies, including U.S.
dollars and Hong Kong dollar, has been based on rates set by the People’s Bank of China. On July 21, 2005, the PRC government
changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to
fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy caused 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, this
appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010,
the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or
PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. To the extent we hold
assets denominated in U.S. dollars, any appreciation of the RMB against the U.S. dollar could result in a change to our statement of
operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of the RMB
against the U.S. dollar and the Hong Kong dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of
your investment in our company and the dividends we may pay in the future, if any, all of which may have a material adverse effect on
the prices of ADSs and ordinary shares. To the extent that we need to convert U.S. dollars or Hong Kong dollars into Renminbi or Euro
for our operations, appreciation of the Renminbi or Euro against the U.S. dollar or Hong Kong dollar would have an adverse effect on the
Renminbi or Euro amount we receive from the conversion.
By way of example, assuming we had converted a U.S. dollar denominated cash balance of US$1 million as of December 31, 2021
into Renminbi at the exchange rate of US$1.00 for RMB6.3726, such cash balance would have been approximately RMB6.37 million
(US$1.0 million). Assuming a 1.0% depreciation of the RMB against the U.S. dollar, such cash balance would have increased to
RMB6.44 million (US$1.0 million) as of December 31, 2021.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
Fees and Charges Our ADS holders May Have to Pay
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An ADS holder will be required to pay the following service fees to the depositary, Citibank, N.A.:
Service
● Issuance of ADSs
● Cancellation of ADSs
● Distribution of cash dividends or other cash distributions
● Distribution of ADSs pursuant to stock dividends, free stock
Fees
Up to U.S. 5¢ per ADS issued
Up to U.S. 5¢ per ADS canceled
Up to U.S. 5¢ per ADS held
distributions or exercise of rights
Up to U.S. 5¢ per ADS held
● Distribution of securities other than ADSs or rights to purchase
additional ADSs
● Depositary Services
Up to U.S. 5¢ per ADS held
Up to U.S. 5¢ per ADS held on the applicable record date(s)
established by the Depositary (U.S. 2¢ per ADS for the year
of 2021)
An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and
governmental charges 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 (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.
Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary banks by the brokers (on
behalf of their clients) receiving the newly issued ADSs from the depositary banks and by the brokers (on behalf of their clients)
delivering the ADSs to the depositary banks 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 banks 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., stock dividend, rights), the depositary banks charge 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 banks send invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and
custodian accounts (via The Depository Trust Company (“DTC”)), the depositary banks 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 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 fees and charges an ADS holder may be required to pay may vary over time and may be changed by us and by the depositary.
An ADS holder will receive prior notice of such changes.
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Fees and Other Payments Made by the Depositary to Us
The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the
deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such
terms and conditions as we and the depositary may agree from time to time. For the year ended December 31, 2021, we have received a
total of RMB29 million (US$5 million) from the depositary as reimbursement for our expenses incurred in connection with investor
relationship programs related to the ADS program.
Dealing and Settlement of Ordinary Shares in Hong Kong
Our ordinary shares trade on the Hong Kong Stock Exchange in board lots of 100 ordinary shares. Dealings in our ordinary shares
on the Hong Kong Stock Exchange are conducted in Hong Kong dollars.
The transaction costs of dealings in our ordinary shares on the Hong Kong Stock Exchange include:
● Hong Kong Stock Exchange trading fee of 0.005% of the consideration of the transaction, charged to each of the buyer and
seller;
● SFC transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;
● Financial Reporting Council (FRC) transaction levy of 0.00015% of the consideration of the transaction, charged to each of the
buyer and seller;
● trading tariff of HK$0.50 on each and every purchase or sale transaction. The decision on whether or not to pass the trading
tariff onto investors is at the discretion of brokers;
● transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller;
● ad valorem stamp duty at a total rate of 0.26% of the value of the transaction, with 0.13% payable by each of the buyer and the
seller;
● stock settlement fee, which is currently 0.002% of the gross transaction value, subject to a minimum fee of HK$2.00 and a
maximum fee of HK$100.00 per side per trade;
● brokerage commission, which is freely negotiable with the broker (other than brokerage commissions for IPO transactions
which are currently set at 1% of the subscription or purchase price and will be payable by the person subscribing for or
purchasing the securities); and
● the Hong Kong share registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee
as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one
registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer
forms used in Hong Kong.
Investors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians.
For an investor who has deposited his or her ordinary shares in his or her stock account or in his or her designated Central Clearing and
Settlement System, or CCASS, participant’s stock account maintained with CCASS, settlement will be effected in CCASS in accordance
with the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. For an investor who holds the
physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his or her broker or custodian
before the settlement date.
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Conversion between ADSs and ordinary shares
Our branch register of members in Hong Kong, or the Hong Kong share register, is maintained by our Hong Kong share registrar,
Computershare Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, is maintained by
our principal share registrar, Conyers Trust Company (Cayman) Limited.
All ordinary shares offered in the Hong Kong public offering have been registered on the Hong Kong share register in order to be
listed and traded on the Hong Kong Stock Exchange. As described in further detail below, holders of ordinary shares registered on the
Hong Kong share register will be able to convert these shares into ADSs, and vice versa.
In connection with the Hong Kong public offering, and to facilitate fungibility and conversion between ADSs and ordinary shares
and trading between NASDAQ and the Hong Kong Stock Exchange, we moved a portion of our issued ordinary shares from our
principal register of members maintained in the Cayman Islands to our Hong Kong share register.
Converting ordinary shares Trading in Hong Kong into ADSs
An investor who holds ordinary shares registered in Hong Kong and who intends to convert them to ADSs to trade on Nasdaq must
deposit or have his or her broker deposit the ordinary shares with the depositary’s Hong Kong custodian, Citibank, N.A., Hong Kong, or
the custodian, in exchange for ADSs.
A deposit of ordinary shares trading in Hong Kong in exchange for ADSs involves the following procedures:
● If ordinary shares have been deposited with CCASS, the investor must transfer ordinary shares to the depositary’s account with
the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and
signed conversion form to the depositary via his or her broker.
● If ordinary shares are held outside CCASS, the investor must arrange to deposit, his or her ordinary shares into CCASS for
delivery to the depositary’s account with the custodian within CCASS, submit and deliver a request for conversion form to the
custodian and after duly completing and signing such conversion form, deliver such conversion form to 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, if
applicable, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will deliver
the ADSs to the designated DTC account of the person(s) designated
For ordinary shares deposited in CCASS, under normal circumstances, the above steps generally require two business days. For
ordinary shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary
delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will
be unable to trade the ADSs until the procedures are completed.
Converting ADSs to Ordinary Shares Trading in Hong Kong
An investor who holds ADSs and who intends to convert his/her ADSs into ordinary shares to trade on the Hong Kong Stock
Exchange must cancel the ADSs the investor holds and withdraw ordinary shares from our ADS program and cause his or her broker or
other financial institution to trade such ordinary shares on the Hong Kong Stock Exchange.
An investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to arrange for
cancelation of the ADSs, and transfer of the underlying ordinary shares from the depositary’s account with the custodian within the
CCASS system to the investor’s Hong Kong stock account.
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For investors holding ADSs directly, the following steps must be taken:
● To withdraw ordinary shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of the
depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs
to the depositary.
● Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if
applicable, the depositary will cancel the ADSs and instruct the custodian to deliver ordinary shares underlying the canceled
ADSs to the CCASS account designated by an investor.
● If an investor prefers to receive ordinary shares outside CCASS, he or she must receive ordinary shares in CCASS first and then
arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as the
transferor) and register ordinary shares in their own names with the Hong Kong share registrar.
For ordinary shares to be received in CCASS, under normal circumstances, the above steps generally require two business days. For
ordinary shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The
investor will be unable to trade the ordinary shares on the Hong Kong Stock Exchange until the procedures are completed.
Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS
cancellations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of ordinary shares
on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any
obligation to maintain or increase the number of ordinary shares on the Hong Kong share register to facilitate such withdrawals.
Depositary Requirements
Before the depositary issues ADSs or permits withdrawal of ordinary shares, the depositary may require:
● production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
● compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including, but not
limited to, presentation of transfer documents.
The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer
books of the depositary or our Hong Kong share registrar are closed or at any time if the depositary or we determine it advisable to do so.
All costs attributable to the transfer of ordinary shares to effect a withdrawal from or deposit of ordinary shares into our ADS
program will be borne by the investor requesting the transfer. In particular, holders of ordinary shares and ADSs should note that the
Hong Kong share registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee as may from
time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered owner to another,
each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition,
holders of ordinary shares and ADSs must pay up to US$5.00 per 100 ADSs for each issuance of ADSs and each cancelation of ADSs,
as the case may be, in connection with the deposit of ordinary shares into, or withdrawal of ordinary shares from, our ADS program.
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ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None of these events occurred in any of the years ended December 31, 2019, 2020 and 2021.
PART II
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
In June 2021, we effected a share subdivision to sub-divide each ordinary share with a par value of US$0.0001 each into ten
ordinary shares with a par value of US$0.00001 each. Concurrent with the share subdivision, the ratio of ADS to ordinary share was
adjusted from one (1) ADS representing one (1) ordinary share to one (1) ADS representing ten (10) ordinary shares after share
subdivision.
The following “Use of Proceeds” information relates to the registration statement on Form F-3 (File Number 333-221129), together
with the prospectus supplement to register additional securities that became effective on September 17, 2020, for our public offering of
20,422,150 ordinary shares and the underwriters’ full exercise of their over-allotment option to purchase an additional 3,063,300
ordinary shares, or the Hong Kong Public Offering. The net proceeds we received from the Hong Kong Public Offering totaled
approximately HKD6,887 million (US$889 million), after deducting underwriting commissions and fees and offering expenses.
Goldman Sachs (Asia) L.L.C. and CMB International Capital Limited were the representatives of the underwriters for our Hong Kong
Public Offering.
The total expenses incurred for our company’s account in connection with our Hong Kong Public Offering was approximately
HKD149 million (US$19 million), which included HKD87 million (US$11 million) in underwriting discounts and commissions and
approximately HKD62 million (US$8 million) of other costs and expenses for our Hong Kong Public Offering. None of the transaction
expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our
equity securities or our affiliates.
For the period from September 22, 2020 to December 31, 2021, we used net proceeds from our Hong Kong Public Offering as
following (i) US$360 million to fund the capital expenditures and expenses to strengthen our hotel network, including opening of new
hotels and the upgrade and on-going maintenance of existing hotels, (ii) US$300 million to repay part of our US$500 million revolving
credit facility that we drew down in December 2019; (iii) US$130 million to enhance our technology platform, including our H Rewards
loyalty program; and (iv) US$99 million for general corporate purposes.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the
effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of
the end of the period covered by this annual report. Based on such evaluation, our management has concluded that, as of the end of the
period covered by this annual report, our disclosure controls and procedures were effective.
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, for our company. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in
accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (b) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance
with generally accepted accounting principles and that a company’s receipts and expenditures are being made only in accordance with
authorizations of a company’s management and directors and (c) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the consolidated financial
statements.
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Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with
respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies and procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act and related rules as promulgated by the SEC, our management assessed the
effectiveness of the internal control over financial reporting as of December 31, 2021 using criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
In the course of auditing our internal control over financial reporting as of December 31, 2021, we and our independent registered
public accounting firm identified no material weakness but certain significant control deficiencies at our legacy DH acquired in January
2020, which related to i) insufficient evidence to indicate the control owner performed the controls steps effectively for certain controls;
ii) insufficient evidence to indicate the controls owner verified the completeness and accuracy of certain information used to perform
certain controls; and iii) inappropriate access security management together with password settings of the S+S financial system. We are
in the process of implementing remediation measures to remediate the identified significant deficiencies.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte Touche
Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm. The attestation report issued by Deloitte
Touche Tohmatsu Certified Public Accountants LLP can be found on page F-3 of this annual report on Form 20-F.
Changes in Internal Control over Financial Reporting
There were no significant changes that have materially affected, or are reasonably likely to materially affect our internal control over
financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Jian Shang is an audit committee financial expert, as that term is defined in
Item 16A(b) of Form 20-F, and is independent for the purposes of Rule 5605(a)(2) of the NASDAQ Marketplace Rules, or the NASDAQ
Rules, and Rule 10A-3 under the Exchange Act.
ITEM 16B. CODE OF ETHICS
Our board of directors adopted a code of business conduct and ethics on January 27, 2010 that applies to our directors, officers,
employees and agents, including certain provisions that specifically apply to our executive officers and any other persons who perform
similar functions for us. We have filed our code of business conduct and ethics as an exhibit to our registration statement on Form F-1
(File No. 333-165247) originally filed with the Securities and Exchange Commission on March 5, 2010, as amended. Our code of
business conduct and ethics is publicly available on our website at http://ir.huazhu.com/.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte Touche Tohmatsu Certified Public Accountants LLP, or Deloitte, our independent registered public accounting firm, began
serving as our auditor in August 2009.
Our audit committee is responsible for the oversight of Deloitte’s work. The policy of our audit committee is to pre-approve all audit
and non-audit services provided by Deloitte, including audit services, audit-related services, tax services and other services, other than
those for de minimis services which are approved by the audit committee prior to the completion of the audit.
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We paid the following fees for professional services to Deloitte for the years ended December 31, 2020 and 2021.
Audit Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
Total
Year Ended December 31,
2020
US$
2021
US$
(In millions)
3.3
0.6
—
3.9
2.9
—
0.5
3.4
Note: (1) Audit Fees. This category includes the aggregate fees billed for the professional services rendered by our principal auditors
for the interim review of quarterly financial statements and the audit of our annual financial statements, the issuance of our
ordinary shares of our secondary listing on the Hong Kong Stock Exchange
(2) Audit-Related Fees. This category includes the aggregate fees billed for the professional services rendered by our principal
auditors for assurance and related services that are reasonably related to the performance of the audit or review of our
consolidated financial statements and are not reported under “Audit Fees.” Audit-Related Fees in 2020 was to support the
issuance of the 2026 Notes.
(3) Tax Fees. This category includes the aggregate fees billed for the professional services rendered by our principal auditors for
tax compliance and tax advice.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
We announced a share repurchase program approved by our board of directors on August 21, 2019. Under the terms of the approved
program, we may repurchase up to $750 million worth of our issued and outstanding ADSs in open market at prevailing market prices or
privately negotiated transaction, depending on market conditions and other factors, as well as in accordance with restrictions relating to
volume, price and timing. This share repurchase plan will be effective for five years. Our board of directors review the share repurchase
program periodically, and may authorize adjustment of its terms and size accordingly. The share repurchase program may be suspended
or discontinued at any time. We did not repurchase any ADSs under this program in 2019. and 2020. We repurchased 640 ADSs in 2021.
The following table sets forth information about our purchases of outstanding ADSs in 2021.
Period
January 2021
February 2021
March 2021
April 2021
May 2021
June 2021
July 2021
August 2021
September 2021
October 2021
November 2021
December 2021
(a) Total Number
of ADSs
Purchased
(b) Average Price
Paid per ADSs
(US$)
(c) Total Number
of ADSs
Purchased as Part
of Publicly
Announced Plans
or Programs
(d) Approximately
Dollar Value of ADSs that May
Yet be Purchased
Under the Plans
or Programs (in
US$million)
—
—
—
—
—
—
—
—
—
—
—
640
—
—
—
—
—
—
—
—
—
—
—
33.15
—
—
—
—
—
—
—
—
—
—
—
640
750
750
750
750
750
750
750
750
750
750
750
750
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ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
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 are listed on the
NASDAQ Global Select Market. The NASDAQ rules provide that foreign private issuers may follow home country practice in lieu of
the corporate governance requirements of the NASDAQ Stock Market LLC, subject to certain exceptions and requirements and except to
the extent that such exemptions would be contrary to U.S. federal securities laws and regulations. The significant differences between our
corporate governance practices and those followed by domestic companies under the NASDAQ rules are summarized as follows:
● We follow home country practice that permits our board of directors not to have a majority of independent directors in lieu of
complying with Rule 5605(b)(1) of the NASDAQ.
● We follow home country practice that permits our independent directors not to hold regularly scheduled meetings at which only
independent directors are present in lieu of complying with Rule 5605(b)(2) of the NASDAQ.
● We follow home country practice that permits our board of directors not to implement a nominations committee, in lieu of
complying with Rule 5605(e) of the NASDAQ Rules that requires the implementation of a nominations committee.
● We followed home country practice that permits us not to disclose in our annual report or website the material terms of all
agreements or arrangements between any director, nominee for director and any person or entity other than our company
relating to compensation or other payment in connection with that person’s candidacy or services as a director of our company,
in lieu of complying with Rule 5250(b)(3) of the NASDAQ.
Other than the above, we have followed and intend to continue to follow the applicable corporate governance standards under the
NASDAQ rules.
In accordance with Rule 5250(d)(1) of the NASDAQ, we will post this annual report on Form 20-F on our company website at
http://ir.huazhu.com.
Under Rule 19C.11 of the Hong Kong Listing Rules, we are exempt from certain corporate governance requirements of the Hong
Kong Stock Exchange, including Appendix 14 of the Hong Kong Listing Rules (Corporate Governance Code and Corporate Governance
Report) and Appendix 16 of the Hong Kong Listing Rules (Disclosure of Financial Information).
In connection with our listing on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange and the SFC granted certain
waivers and exemptions from strict compliance with the relevant provisions of the Hong Kong Listing Rules and the SFO, respectively,
and the SFC also granted a ruling under the Takeovers Codes.
Not a Public Company in Hong Kong
Section 4.1 of the Takeovers Codes provides that the Takeovers Codes applies to takeovers, mergers and share repurchases affecting
public companies in Hong Kong and companies with a primary listing in Hong Kong. According to the Note to Section 4.2 of the
Introduction to the Takeovers Codes, a Grandfathered Greater China Issuer within the meaning of Rule 19C.01 of the Hong Kong Listing
Rules with a secondary listing on the Hong Kong Stock Exchange will not normally be regarded as a public company in Hong Kong
under Section 4.2 of the Introduction to the Takeovers Codes.
The SFC granted a ruling that we are not a “public company in Hong Kong” for the purposes of Section 4.2. Therefore, the
Takeovers Codes do not apply to us. In the event that the bulk of trading in the Shares migrates to Hong Kong such that our Company
would be treated as having a dual-primary listing pursuant to Rule 19C.13 of the Hong Kong Listing Rules, the Takeovers Codes will
apply to our Company.
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Disclosure of Interests under Part XV of SFO
Part XV of the SFO imposes duties of disclosure of interests in ordinary shares. Under the U.S. Exchange Act, which we are subject
to, any person (including directors and officers of the company concerned) who acquires beneficial ownership, as determined in
accordance with the rules and regulations of the SEC and which includes the power to direct the voting or the disposition of the
securities, of more than 5% of a class of equity securities registered under Section 12 of the U.S. Exchange Act must file beneficial
owner reports with the SEC, and such person must promptly report any material change in the information provided (including any
acquisition or disposition of 1% or more of the class of equity securities concerned), unless exceptions apply. Therefore, compliance with
Part XV of the SFO would subject our corporate insiders to a second level of reporting, which would be unduly burdensome to them,
would result in additional costs and would not be meaningful, since the statutory disclosure of interest obligations under the U.S.
Exchange Act that apply to us and our corporate insiders would provide our investors with sufficient information relating to the
shareholding interests of our significant shareholders.
The SFC granted a partial exemption under section 309(2) of the SFO from the provisions of Part XV of the SFO (other than
Divisions 5, 11 and 12 of Part XV of the SFO), on the conditions that (i) the bulk of trading in the ordinary shares is not considered to
have migrated to Hong Kong on a permanent basis in accordance with Rule 19C.13 of the Hong Kong Listing Rules; (ii) all disclosures
of interest filed in the SEC are also filed with the Hong Kong Stock Exchange as soon as practicable, which will then publish such
disclosure in the same manner as disclosures made under Part XV of the SFO; and (iii) we will advise the SFC if there is any material
change to any of the information which has been provided to the SFC, including any significant changes to the disclosure requirements in
the U.S. and any significant changes in the volume of our worldwide share turnover that takes place on the Hong Kong Stock Exchange.
This exemption may be reconsidered by the SFC in the event there is a material change in information provided to the SFC.
The U.S. Exchange Act and the rules and regulations promulgated thereunder require disclosure of interests by shareholders that are
broadly equivalent to Part XV of the SFO. For relevant disclosure in respect of the substantial shareholder’s interests, see “Item 7. Major
Shareholders and Related Party Transactions — A. Major Shareholders.”
We undertook to file with the Hong Kong Stock Exchange, as soon as practicable, any declaration of shareholding and securities
transactions filed with the SEC. We further undertook to disclose in present and future listing documents any shareholding interests as
disclosed in an SEC filing and the relationship between our directors, officers, members of committees and their relationship to any
controlling shareholder.
Corporate Communication
Rule 2.07A of the Hong Kong Listing Rules provides that a listed issuer may send or otherwise make available to the relevant
holders of its securities any corporate communication by electronic means, provided that either the listed issuer has previously received
from each of the relevant holders of its securities an express, positive confirmation in writing or the shareholders of the listed issuer have
resolved in a general meeting that the listed issuer may send or supply corporate communications to shareholders by making them
available on the listed issuer’s own website or the listed issuer’s constitutional documents contain provision to that effect, and certain
conditions are satisfied.
Since our listing on the Hong Kong Stock Exchange, we made the following arrangements:
● We issue all corporate communications as required by the Hong Kong Listing Rules on our own website in English and
Chinese, and on the Hong Kong Stock Exchange’s website in English and Chinese.
● We continue to make arrangements to provide printed copies of proxy materials and notices to our shareholders at no costs upon
request.
● We have added to the “Investor Relations” page of our website which directs investors to all of our filings with the Hong Kong
Stock Exchange.
The Hong Kong Stock Exchange granted us a waiver from strict compliance with the requirements under Rule 2.07A of the Hong
Kong Listing Rules.
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Rule 13.25B of the Hong Kong Listing Rules requires a listed issuer to publish a monthly return in relation to movements in its
equity securities, debt securities and any other securitized instruments, as applicable, during the period to which the monthly return
relates. Pursuant to the Joint Policy Statement Regarding the Listing of Overseas Companies, or Joint Policy Statement, we sought a
waiver from Rule 13.25B subject to satisfying the waiver condition that the SFC has granted a partial exemption from strict compliance
with Part XV of the SFO (other than Divisions 5, 11 and 12 of Part XV of the SFO) in respect of disclosure of shareholders’ interests. As
we have obtained a partial exemption from the SFC, the Hong Kong Stock Exchange granted a waiver from strict compliance with Rule
13.25B of the Hong Kong Listing Rules. We disclose information about share repurchases, if any, in our quarterly earnings releases and
annual reports on Form 20-F which are furnished or filed with the SEC in accordance with applicable U.S. rules and regulations.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included at the end of this annual report.
ITEM 19. EXHIBITS
Exhibit
Number
1.1
2.1
2.2
2.3
2.4*
4.1
4.2
Description of Document
The Amended and Restated Articles of Association of the Registrant currently in effect, adopted by way of a special
resolution passed on December 23, 2020 (incorporated by reference to Exhibit 3.1 from our report on Form 6-K filed with
the Securities and Exchange Commission on June 29, 2021)
Registrant’s Specimen American Depositary Receipt (Incorporated by reference to Form424b3 (file no. 333-225171) filed
with the Securities and Exchange Commission on June 29, 2021.).
Registrant’s Specimen Certificate for Ordinary Shares (Incorporated by reference to Exhibit 4.1 from our Form F-3 (file
no. 333-25801) filed with the Securities and Exchange Commission on July 19, 2021.)
Form of Amendment No. 1 to Deposit Agreement among the Registrant, the Depositary and all Holders and Beneficial
Owners of the American Depositary Shares issued thereunder. (Incorporated by reference to Exhibits (a)(i) from the post-
effective amendment No. 1 to Form F-6 (file no. 333-225171) filed with the Securities and Exchange Commission on May
7, 2021.)
Description of Securities
Amended and Restated 2009 Share Incentive Plan, amended and restated as of October 1, 2009. (Incorporated by reference
to Exhibit 10.3 from our Registration Statement on Form F-1 (file no. 333-165247) filed with the Securities and Exchange
Commission on March 5, 2010.)
Amendment to the Amended and Restated 2009 Share Incentive Plan, amended as of August 26, 2010. (Incorporated by
reference to Exhibit 99.2 from our report on Form 6-K (file no. 333-34656) filed with the Securities and Exchange
Commission on July 15, 2010.)
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Table of Contents
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
8.1*
11.1
Amendment to the Amended and Restated 2009 Share Incentive Plan, amended as of March 26, 2015. (Incorporated by
reference to Exhibit 99.2 from our report on Form 6-K filed with the Securities and Exchange Commission on March 27,
2015.)
Form of Indemnification Agreement with the Registrant’s Directors. (Incorporated by reference to Exhibit 10.4 from our
Registration Statement on Form F-1 (file no. 333-165247) filed with the Securities and Exchange Commission on March 5,
2010.)
English translation of the Form of Employment Agreement between the Registrant and Executive Officers of the
Registrant. (Incorporated by reference to Exhibit 4.6 from our annual report on Form 20-F (File No. 001-34656) filed with
the Securities and Exchange Commission on April 12, 2012.)
Investor and Registration Rights Agreement between the Registrant and Ctrip.com International, Ltd., dated March 12,
2010. (Incorporated by reference to Exhibit 10.10 from the Amendment No. 1 to our Registration Statement on Form F-1
(file no. 333-165247) filed with the Securities and Exchange Commission on March 12, 2010.)
Supplemental Registration Rights Agreement between the registrant and Trip.com dated August 3, 2020
Investor and Registration Rights Agreement between the Registrant and AAPC Hong Kong Limited, dated January 25,
2016 (Incorporated by reference to Exhibit 4.19 from our annual report on Form 20-F filed with the Securities and
Exchange Commission on April 20, 2016.)
ADS Lending Agreement between the Registrant and Deutsche Bank AG, London Branch dated October 26, 2017
(Incorporated by reference to Exhibit 99.1 on Form 6-K filed with the Securities and Exchange Commission on October
31, 2017.)
Base Capped Call Transaction Confirmation between the Registrant and Deutsche Bank AG, London Branch dated
October 26, 2017 (Incorporated by reference to Exhibit 4.25 from our annual report on Form 20-F filed with the Securities
and Exchange Commission on April 20, 2018.)
Base Capped Call Transaction Confirmation between the Registrant and JPMorgan Chase Bank, National Association
dated October 26, 2017 (Incorporated by reference to Exhibit 4.26 from our annual report on Form 20-F filed with the
Securities and Exchange Commission on April 20, 2018.)
Base Capped Call Transaction Confirmation between the Registrant and Morgan Stanley & Co. LLC dated October 26,
2017 (Incorporated by reference to Exhibit 4.27 from our annual report on Form 20-F filed with the Securities and
Exchange Commission on April 20, 2018.)
Additional Capped Call Transaction Confirmation between the Registrant and Deutsche Bank AG, London Branch dated
October 31, 2017 (Incorporated by reference to Exhibit 4.28 from our annual report on Form 20-F filed with the Securities
and Exchange Commission on April 20, 2018.)
Additional Capped Call Transaction Confirmation between the Registrant and JPMorgan Chase Bank, National
Association dated October 31, 2017 (Incorporated by reference to Exhibit 4.29 from our annual report on Form 20-F filed
with the Securities and Exchange Commission on April 20, 2018.)
Additional Capped Call Transaction Confirmation between the Registrant and Morgan Stanley & Co. LLC dated October
31, 2017 (Incorporated by reference to Exhibit 4.30 from our annual report on Form 20-F filed with the Securities and
Exchange Commission on April 20, 2018.)
Indenture between the Registrant and Wilmington Trust, National Association dated November 3, 2017 (Incorporated by
reference to Exhibit 4.31 from our annual report on Form 20-F filed with the Securities and Exchange Commission on
April 20, 2018.)
Indenture between the Registrant and Wilmington Trust, National Association dated May 12, 2020
Subsidiaries of the Registrant.
Code of Business Conduct and Ethics of the Registrant (Incorporated by reference to Exhibit 99.1 from our Registration
Statement on Form F-1 (file no. 333-165247) filed with the Securities and Exchange Commission on March 5, 2010.)
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12.1*
12.2*
Certification of Hui Jin, Chief Executive Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Hui Chen, Chief Financial Officer of the Registrant, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
13.1**
Certification 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 Deloitte Touche Tohmatsu Certified Public Accountants LLP, Independent Registered Public Accounting Firm.
101.INS*
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.*
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed with this Annual Report on Form 20-F.
** Furnished with this Annual Report on Form 20-F.
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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.
SIGNATURES
Date: April 27, 2022
HUAZHU GROUP LIMITED
By: /s/ Hui Jin
Name: Hui Jin
Title:
Chief Executive Officer
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2019, 2020 AND 2021
Reports of Independent Registered Public Accounting Firm (PCAOB 1113)
Consolidated Balance Sheets as of December 31, 2020 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2020 and 2021
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2020 and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2020 and 2021
Notes to Consolidated Financial Statements
Financial Statements Schedule I — Financial Information for Parent Company
Financial Statements Schedule II — Valuation and Qualifying Accounts
F-2
F-6
F-7
F-8
F-9
F-11
F-52
F-56
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF HUAZHU GROUP LIMITED
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Huazhu Group Limited and its subsidiaries (the “Company”) as of
December 31, 2021 and 2020, the related consolidated statements of comprehensive income, consolidated statements of changes in
equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the financial
statement schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of 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 accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of December 31, 2021, based on the criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
April 27, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Convenience Translation
Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such
translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the
convenience of readers outside the People’s Republic of China.
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 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. 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the
critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which it relates.
F-2
Table of Contents
Impairment Assessment of Goodwill and Brand Names Arising from the Acquisition of Deutsche Hospitality -Refer to Notes 2, 3, 6
and 8 to the financial statements
Critical Audit Matter Description
The Company has goodwill and brand names with indefinite lives arising from the acquisition of Deutsche Hospitality (“legacy DH”) in
2020. As of December 31, 2021, the carrying values of the goodwill and brand names assigned to the legacy DH reporting unit were
RMB2,076 million and RMB3,419 million, respectively. The Company determines whether the carrying values of such goodwill and
brand names are impaired on an annual basis and more frequently when indicators of potential impairment exist. The impairment
evaluation involves the comparison of the fair value of the legacy DH reporting unit and each brand names to their respective carrying
value.
The Company determines the estimated fair value of the legacy DH reporting unit and each brand name assigned to the legacy DH
reporting unit using the discounted cash flow methodology under income approach. The determination of the fair value using the
discount cash flow model requires management to make significant estimates and assumptions related to projected hotels’ revenues,
growth rates, projected operating cost, royalty saving rates and discount rates (collectively the “significant assumptions”). These
significant assumptions used to calculate the fair value of the reporting unit and brand names change from year to year based on
forecasted operating results and are sensitive to change market conditions and consumer demands.
As a result of significant negative impacts on hotel demands due to travel restrictions resulted from the outbreak COVID-19 pandemic,
the Company performed impairment analyses on the goodwill and brand names of the legacy DH reporting unit when indicators of
potential impairment existed as well as on November 30, 2021 for annual assessment. The Company concluded through such analyses no
impairment on goodwill and RMB160 million of impairment on brand names of DH reporting unit for the year ended December 31,
2021.
We identified discounted cash flows used in the impairment assessment of goodwill and brand names of legacy DH as a critical audit
matter because of the significant estimates and assumptions management makes in the discounted cash flows used to estimate the fair
value of the reporting unit and the high sensitivity of legacy DH’s operations to changes in consumer demands. This required a high
degree of auditor judgment and an increased extent of effort, including the need to involve our internal fair value specialists, when
performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the cash flow forecasts
and selection of the discount rates.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the discounted cash flow model used in the Company’s impairment assessment of goodwill and brand
name included the following, among others:
● We tested the effectiveness of internal controls which address risks of material misstatements with respect to management’s
impairment assessment of Group’s goodwill and brand names including internal controls related to significant assumption used
in the discounted cash flow model.
● We tested management’s calculations of discounted cash flows used in the impairment analysis by：
● Evaluating whether the key assumptions used in the cash flow projections such as projected hotels’ revenues, growth
rates, projected operating cost, royalty saving rates are reasonable and supportable by comparing management’s
forecasts with the Company’s historical revenue and operating results, Company’s strategic and operational plans, and
forecasts provided by industry reports and reports of the selected companies in its peer group.
● With the assistance of internal fair value specialists, evaluating the reasonableness of the discount rates by developing
a range of independent estimates and comparing those to the related rates selected by management.
● Evaluating the reasonableness of management’s sensitivity analyses of the significant assumptions used in the
discounted cash flow model by obtaining an understanding of how management analyzed the sensitivity of its
F-3
Table of Contents
significant assumptions to change and assessing the overall impact on the estimate of fair value compared to the
carrying value due to the changes in these significant assumptions.
● Testing the mathematical accuracy of the calculations within the discounted cash flow model.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 27, 2022
We have served as the Company’s auditor since 2009.
F-4
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF HUAZHU GROUP LIMITED
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Huazhu Group Limited and its subsidiaries (the “Company”) as of
December 31, 2021 based on criteria established in Internal Control — Integrated Framework (2013 framework) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the
“PCAOB”), the financial statements as of and for the year ended December 31, 2021 of the Company and our report dated April 27,
2022 expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding the convenience
translation of Renminbi amounts into United States dollar amounts.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 27, 2022
F-5
Table of Contents
HUAZHU GROUP LIMITED
CONSOLIDATED BALANCE SHEETS
(Renminbi in millions, except share and per share data, unless otherwise stated)
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
Short-term investments measured at fair value
Accounts receivable, net of allowance of RMB41 and RMB50 as of December 31, 2020 and 2021, respectively
Loan receivables - current, net
Amounts due from related parties, net
Inventories
Other current assets, net
Total current assets
Property and equipment, net
Intangible assets, net
Operating lease right-of-use assets
Finance lease right-of-use assets
Land use rights, net
Long-term investments
Goodwill
Amounts due from a related party
Loan receivables, net
Other assets, net
Deferred tax assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt
Accounts payable
Amounts due to related parties
Salary and welfare payables
Deferred revenue
Operating lease liabilities, current
Finance lease liabilities, current
Accrued expenses and other current liabilities
Income tax payable
Total current liabilities
Long-term debt
Operating lease liabilities, non-current
Finance lease liabilities, non-current
Deferred revenue
Other long-term liabilities
Retirement benefit obligations
Deferred tax liabilities
Total liabilities
Commitments and contingencies (Note 21)
Equity:
Ordinary shares (US$0.00001 par value per share; 80,000,000,000 shares authorized; 3,243,644,440 and 3,255,971,250 shares issued as of
December 31, 2020 and 2021, and 3,108,425,680 and 3,120,746,090 shares outstanding as of December 31, 2020 and 2021, respectively) 1
Treasury shares (30,967,640 and 30,974,040 shares as of December 31, 2020 and 2021, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total Huazhu Group Limited shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
2020
As of December 31,
2021
2021
US$’million
(Note 2)
7,026
64
3,903
404
304
178
89
914
12,882
6,682
5,945
28,980
2,041
213
1,923
4,988
—
135
743
623
65,155
1,142
1,241
132
526
1,272
3,406
31
2,440
339
10,529
10,856
27,048
2,497
662
771
179
1,181
53,723
0
(107)
9,808
1,502
127
11,330
102
11,432
65,155
5,116
25
2,589
521
218
149
88
847
9,553
7,056
5,385
29,942
2,235
206
1,965
5,132
1
98
834
862
63,269
6,232
968
197
591
1,366
3,628
41
1,838
418
15,279
3,565
28,012
2,684
785
903
144
853
52,225
0
(107)
9,964
1,037
41
10,935
109
11,044
63,269
803
4
406
82
34
23
14
133
1,499
1,107
845
4,698
351
32
308
805
0
15
131
136
9,927
978
152
31
93
214
569
6
288
66
2,397
559
4,396
421
123
142
23
134
8,195
0
(17)
1,563
163
6
1,715
17
1,732
9,927
The accompanying notes are an integral part of these consolidated financial statements.
1
In June 2021, the Company effected a share split that each issued and unissued ordinary share of the Company with a par value of
US$0.0001 was sub-divided into 10 ordinary shares with a par value of US$0.00001 each. The ratio of ADS to ordinary share was
adjusted from one (1) ADS representing one (1) ordinary share to one (1) ADS representing ten (10) ordinary shares. Except otherwise
stated, the share split has been retrospectively applied for all periods presented.
F-6
Table of Contents
HUAZHU GROUP LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Renminbi in millions, except share and per share data, unless otherwise stated)
Revenues:
Leased and owned hotels
Manachised and franchised hotels
Others
Total revenues
Operating costs and expenses:
Hotel operating costs
Other operating costs
Selling and marketing expenses
General and administrative expenses
Pre-opening expenses
Total operating costs and expenses
Goodwill impairment loss
Other operating income, net
Income (loss) from operations
Interest income
Interest expense
Other income (expense), net
Unrealized gains (losses) from fair value changes of equity securities
Foreign exchange (loss) gain
Income (loss) before income taxes
Income tax expense (benefit)
Loss from equity method investments
Net income (loss)
Less: net loss attributable to noncontrolling interest
Net income (loss) attributable to Huazhu Group Limited
Other comprehensive income (loss)
Gain (loss) arising from defined benefit plan, net of tax of nil, RMB13, and RMB4 for
the year ended 2019, 2020 and 2021, respectively
Foreign currency translation adjustments, net of tax of nil for the year ended 2019, 2020
and 2021, respectively
Comprehensive income (loss)
Less: comprehensive loss attributable to the noncontrolling interest
Comprehensive income (loss) attributable to Huazhu Group Limited
Earnings (losses) per share:
Basic
Diluted
Weighted average number of shares used in computation:
Basic
Diluted
2019
2020
2021
Years Ended December 31,
2021
US$’million
(Note 2)
7,718
3,342
152
11,212
7,190
57
426
1,061
502
9,236
—
132
2,108
160
315
331
316
(35)
2,565
640
(164)
1,761
(8)
1,769
—
(7)
1,754
(8)
1,762
0.62
0.59
6,908
3,136
152
10,196
9,729
52
597
1,259
288
11,925
437
480
(1,686)
119
533
(89)
(265)
175
(2,279)
(215)
(140)
(2,204)
(12)
(2,192)
(27)
203
(2,028)
(12)
(2,016)
(0.75)
(0.75)
8,118
4,404
263
12,785
11,282
58
641
1,545
81
13,607
—
986
164
89
405
157
(96)
(317)
(408)
12
(60)
(480)
(15)
(465)
13
(99)
(566)
(15)
(551)
(0.15)
(0.15)
1,274
691
41
2,006
1,770
9
101
242
13
2,135
—
155
26
14
64
25
(15)
(50)
(64)
2
(9)
(75)
(2)
(73)
2
(16)
(89)
(2)
(87)
(0.02)
(0.02)
2,843,051,378
3,043,098,899
2,927,398,409
2,927,398,409
3,114,124,244
3,114,124,244
3,114,124,244
3,114,124,244
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
HUAZHU GROUP LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Renminbi in millions, except share data, unless otherwise stated)
Ordinary Shares
Issued shares Outstanding shares Amount
Treasury Shares
Shares
Amount
Additional Paid-in
Capital
Retained Earnings
Income
Interest
Accumulated Other
Comprehensive (Loss) Noncontrolling
Balance at January 1, 2019
Issuance of ordinary shares upon exercise of options and vesting of restricted stocks
Share-based compensation
Net income
Cash dividends approved
Dividends paid to noncontrolling interest holders
Capital contribution from noncontrolling interest holders
Acquisition of noncontrolling interest
Foreign currency translation adjustments
Disposal of noncontrolling interest for deconsolidation
Balance at December 31, 2019
Cumulative effect of the adoption of ASU 2016-13
Balance at January 1, 2020
Issuance of ordinary shares upon exercise of options and vesting of restricted stocks
Conversion of Convertible Senior Notes due 2022
Share-based compensation
Net loss
Dividends paid to noncontrolling interest holders
Capital contribution from noncontrolling interest holders
Issuance of ordinary shares in Hong Kong public offering
Acquisition of noncontrolling interest
Foreign currency translation adjustments
Disposal of noncontrolling interest for deconsolidation
Noncontrolling interest recognized in connection with acquisitions
Noncontrolling interest recognized from partial disposal
Loss arising from defined benefit plan,net of tax
Balance at December 31, 2020
Issuance of ordinary shares upon exercise of options and vesting of restricted stocks
Conversion of Convertible Senior Notes due 2022
Share-based compensation
Net loss
Dividends paid to noncontrolling interest holders
Capital contribution from noncontrolling interest holders
Acquisition of noncontrolling interest
Foreign currency translation adjustments
Repurchase of ordinary shares
Net settlement on shares repurchased for withholding taxes related to share-based awards
Noncontrolling interest recognized in connection with acquisitions
Income arising from defined benefit plan, net of tax
Balance at December 31, 2021
2,965,978,880
28,265,970
—
—
—
—
—
—
—
—
2,994,244,850
—
2,994,244,850
14,543,070
2,020
—
—
—
—
234,854,500
—
—
—
—
—
—
3,243,644,440
12,325,470
1,340
—
—
—
—
—
—
—
—
—
—
3,255,971,250
2,830,760,120
28,265,970
—
—
—
—
—
—
—
—
2,859,026,090
—
2,859,026,090
14,543,070
2,020
—
—
—
—
234,854,500
—
—
—
—
—
—
3,108,425,680
12,325,470
1,340
—
—
—
—
—
—
(6,400)
—
—
—
3,120,746,090
—
30,967,640
0 30,967,640
—
0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0 30,967,640
—
0
0
0
—
—
—
—
0
—
—
—
—
—
—
0
0
0
—
—
—
—
—
—
(0)
—
—
—
0
—
—
—
—
—
—
—
—
—
—
—
—
—
30,967,640
—
—
—
—
—
—
—
—
6,400
—
—
—
30,974,040
(107)
—
—
—
—
—
—
—
—
—
(107)
—
(107)
—
—
—
—
—
—
—
—
—
—
—
—
—
(107)
—
—
—
—
—
—
—
—
0
—
—
—
(107)
3,713
14
110
—
—
—
—
(3)
—
—
3,834
—
3,834
2
0
122
—
—
—
5,968
(118)
—
—
—
—
—
9,808
—
0
109
—
—
—
(3)
—
0
50
—
—
9,964
2,610
—
—
1,769
(678)
—
—
—
—
—
3,701
(7)
3,694
—
—
—
(2,192)
—
—
—
—
—
—
—
—
—
1,502
—
—
—
(465)
—
—
—
—
—
—
—
—
1,037
(42)
—
—
—
—
—
—
—
(7)
—
(49)
—
(49)
—
—
—
—
—
—
—
—
203
—
—
—
(27)
127
—
—
—
—
—
—
—
(99)
—
—
—
13
41
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Total Equity
6,319
14
110
1,761
(678)
(5)
22
(39)
(7)
3
7,500
(7)
7,493
2
0
122
(2,204)
(4)
10
5,968
(136)
203
0
3
2
(27)
11,432
0
0
109
(480)
(4)
16
(14)
(99)
0
50
21
13
11,044
145
—
—
(8)
—
(5)
22
(36)
—
3
121
—
121
—
—
—
(12)
(4)
10
—
(18)
—
0
3
2
—
102
—
—
—
(15)
(4)
16
(11)
—
—
—
21
—
109
Table of Contents
HUAZHU GROUP LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Renminbi in millions, unless otherwise stated)
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Share-based compensation
Depreciation and amortization
Amortization of issuance cost of convertible senior notes and upfront fee of
bank borrowings
Deferred taxes
Credit loss
Loss (gain) from disposal of property and equipment
Impairment loss
Loss from equity method investments, net of dividends
Investment loss (income)
Interest accretion for finance lease
Noncash lease expense
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable
Inventories
Amounts due from related parties
Other current assets
Other assets
Accounts payable
Amounts due to related parties
Salary and welfare payables
Deferred revenue
Accrued expenses and other current liabilities
Operating lease liabilities
Income tax payable
Other long-term liabilities
Net cash provided by operating activities
Investing activities:
Purchases of property and equipment
Purchases of intangibles
Purchases of land use rights
Amount received as a result of government zoning
Acquisitions, net of cash received
Proceeds from disposal of subsidiary and branch, net of cash disposed
Purchases of short term and long term investments
Proceeds from maturity/sale and return of investments
Payment for shareholder loan to equity investees
Collection of shareholder loan from equity investees
Payment for the origination of loan receivables
Proceeds from collection of loan receivables
Net cash used in investing activities
F-9
2019
Years Ended December 31,
2020
2021
2021
US$’million
(Note 2)
1,761
(2,204)
(480)
110
991
28
(38)
21
(10)
13
213
(477)
—
2,235
(34)
(17)
32
(80)
(175)
(1)
17
(28)
279
408
(2,036)
(35)
116
3,293
(1,527)
(5)
(3)
13
(244)
2
(328)
2,002
(87)
88
(454)
258
(285)
122
1,362
83
(553)
65
1
709
145
108
27
2,063
35
0
(14)
(147)
(86)
31
20
(46)
(52)
445
(1,640)
94
41
609
(1,745)
(28)
(3)
—
(5,060)
4
(1,702)
396
(15)
15
(130)
167
(8,101)
109
1,503
60
(543)
105
(14)
380
60
67
4
2,306
(113)
2
12
6
(64)
7
(4)
72
224
(439)
(2,123)
83
122
1,342
(1,658)
(17)
—
33
(742)
3
(521)
1,494
(5)
25
(176)
162
(1,402)
(75)
17
236
9
(85)
16
(2)
60
9
11
1
361
(18)
0
2
1
(9)
1
(1)
11
35
(69)
(333)
13
19
210
(260)
(3)
—
5
(116)
1
(82)
235
(1)
4
(27)
25
(219)
Table of Contents
Financing activities:
Proceeds from issuance of ordinary shares in Hong Kong public offering
Payment of ordinary share issuance costs
Net settlement on shares repurchased for withholding taxes related to
share-based awards
Net proceeds from issuance of ordinary shares upon exercise of options
Payment of share repurchase
Proceeds from short-term bank borrowings
Repayment of short-term bank borrowings
Proceeds from long-term bank borrowings
Repayment of long-term bank borrowings
Funds advanced from noncontrolling interest holders
Repayment of funds advanced from noncontrolling interest holders
Acquisitions of noncontrolling interest
Contribution from noncontrolling interest holders
Proceeds from long-term finance liabilities (failed sale and leaseback “failed SLB”)
Repayment of long-term finance liabilities (failed SLB)
Dividends paid to noncontrolling interest holders
Dividends paid
Repayment of convertible senior notes
Proceeds from issuance of convertible senior notes
Direct financing costs paid
Principal payments of finance lease
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at the beginning of the year
Cash, cash equivalents and restricted cash at the end of the year
Supplemental disclosure of cash flow information:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash shown in the statements of cash flows
Interest paid, net of amounts capitalized
Income taxes paid
Cash paid for amounts included in the measurement of operating lease liabilities
Cash paid for amounts included in the measurement of finance lease liabilities
Non-cash right-of-use assets obtained in exchange for operating lease liabilities
Non-cash right-of-use assets obtained in exchange for finance lease liabilities
Non-cash right-of-use assets obtained in acquisition for operating lease
Non-cash right-of-use assets obtained in acquisition for finance lease
Non-cash lease liabilities obtained in acquisition for operating lease
Non-cash lease liabilities obtained in acquisition for finance lease
Supplemental schedule of non-cash investing and financing activities:
Purchases of property and equipment included in payables
Consideration payable for business acquisition
Purchase of intangible assets included in payables
Reimbursement of government zoning included in receivables
Cash dividends declared in payables
—
—
6,018
(32)
—
14
—
2,214
(1,902)
13,176
(6,760)
2
(19)
(39)
22
—
—
(5)
(658)
—
—
—
—
6,045
62
9,115
4,884
13,999
3,234
10,765
13,999
414
712
2,905
—
4,176
—
22
—
—
—
963
16
3
—
678
—
1
—
1,658
(1,993)
1,652
(9,163)
14
(9)
(98)
10
83
(42)
(4)
(678)
—
3,499
(10)
(23)
883
(300)
(6,909)
13,999
7,090
7,026
64
7,090
476
238
3,309
63
1,422
270
8,645
1,794
8,849
2,187
736
—
5
2
—
—
(19)
50
1
(0)
2,288
(2,474)
53
(1,650)
4
(1)
(29)
16
38
(46)
(4)
—
(0)
—
—
(28)
(1,801)
(88)
(1,949)
7,090
5,141
5,116
25
5,141
297
477
3,770
92
2,565
501
1,710
—
1,692
—
486
86
2
—
—
—
(3)
7
0
(0)
359
(389)
8
(259)
1
(0)
(4)
3
6
(7)
(1)
—
(0)
—
—
(4)
(283)
(14)
(306)
1,113
807
803
4
807
47
75
592
14
403
79
268
—
266
—
76
13
0
—
—
The accompanying notes are an integral part of these consolidated financial statements.
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HUAZHU GROUP LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2019, 2020 and 2021
(Renminbi in millions, except share and per share data, unless otherwise stated)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Huazhu Group Limited (the “Company”) was incorporated in the Cayman Islands under the laws of the Cayman Islands on
January 4, 2007. The principal business activities of the Company and its subsidiaries and consolidated variable interest entities (the
“Group”) are to develop leased and owned, manachised and franchised hotels mainly in the People’s Republic of China(“PRC”).
On January 2, 2020, the Group completed the acquisition of 100% equity interest of Steigenberger Hotels Aktiengesellschaft
Germany (“Deutsche Hospitality” or “DH”). Deutsche Hospitality was engaged in the business of leasing, franchising, operating and
managing hotels under five brands in the midscale and upscale market in Europe, the Middle East and Africa. After the acquisition,
“legacy DH” refers to Deutsche Hospitality and its subsidiaries and “legacy Huazhu” refers to the Group excluding Deutsche Hospitality.
The Group completed public offering in Hong Kong in September 2020 with proceeds of RMB6,018 and the trading of ordinary
shares on the Hong Kong Stock Exchange commenced on September 22, 2020 under the stock code “1179”.
In June 2021, the Company effected a share split that each issued and unissued ordinary share of the Company with a par value of
US$0.0001 was sub-divided into 10 ordinary shares with a par value of US$0.00001 each. The ratio of ADS to ordinary share was
adjusted from one (1) ADS representing one (1) ordinary share to one (1) ADS representing ten (10) ordinary shares. Except otherwise
stated, the share split has been retrospectively applied for all periods presented.
Leased and owned hotels
The Group leases hotel properties from property owners or purchases properties directly 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 Group brands at the
beginning of the lease or the construction, as well as repairs and maintenance, operating expenses and management of properties over the
term of the lease or the land and building certificate.
As of December 31, 2020 and 2021, the Group had 753 and 738 leased and owned hotels in operation, respectively.
Manachised and franchised hotels
Typically the Group enters into certain franchise and management arrangements with franchisees for which the Group is responsible
for providing branding, quality assurance, training, reservation, hiring and appointing of the hotel general manager and various other
support services relating to the hotel renovation and operation. Those hotels are classified as manachised hotels. Under typical franchise
and management agreements, the franchisee is required to pay an initial franchise fee and ongoing franchise and management service
fees, the majority of which are equal to a certain percentage of the revenues of the hotel. The franchisee is responsible for the costs of
hotel development, renovation and the costs of its operations. The term of the franchise and management agreements are typically eight
to ten years for legacy Huazhu and 15 to 20 years for manachised hotels and 10 to 15 years for franchised hotels under legacy DH and
are renewable upon mutual agreement between the Group and the franchisee. The Group also has some franchised hotels in which cases
the Group does not provide a hotel general manager. As of December 31, 2020 and 2021, the Group had 5,746 and 6,824 manachised
hotels in operation and 290 and 268 franchised hotels in operation, respectively.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally
accepted in the United States of America (“U.S. GAAP”).
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The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets
and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Group’s ability to generate
cash flows from operations, and the Group’s ability to arrange adequate financing arrangements, to support its working capital
requirements.
The Group’s businesses have been significantly impacted by the global outbreak of COVID-19 and as a result, incurred net losses
during the year ended December 31, 2020 and 2021. As of December 31, 2021, the Group’s total current liabilities exceeded its total
current assets by RMB5,726 (US$898 million), which mainly attributed to the scheduled repayments of the Group’s Convertible Senior
Notes of US$475 million (RMB3,027) due in November 2022, and the outstanding bank borrowing of EUR338 million (RMB2,440)
under its long-term bank credit facility of EUR440 million (RMB3,177) due in December 2022. These conditions may raise substantial
doubt about the Group’s ability to continue as a going concern within one year after the date that the financial statements are issued. The
financial statements do not include any adjustments that might be necessary if the Group is unable to continue as a going concern.
However, the management has evaluated the significance of the conditions and regards the going concern assumption as appropriate
based on the following considerations:
● The Group generated positive cash flow from operations for several consecutive years with a net operating cash inflow of
RMB1,342 for the year ended December 31, 2021;
● The Group has performed a review of its cash flow forecasts for the twelve month period after the date that the financial
statements are issued and believes that its operating cash flow will be positive.
Management believes the relevant conditions that raise substantial doubt on going concern are mitigated by the following plans and
actions:
● The Group has the ability to sell its short-term investments that can be readily convertible into cash, the fair value of which was
approximately RMB2,589 as of December 31, 2021;
● As of March 31, 2022, the Group had unused bank credit facilities of approximately RMB2,994. Based on the Group’s
historical experience, requests for drawdowns will be approved by the banks provided that the Group submits the required
supporting documentation and the amount is within the credit limit granted;
In addition, the Group is in the process to obtain long term credit facilities from commercial banks. While final approval has not
been obtained, management of the Group believe it is likely such credit facilities can be obtained to replace its existing long-
term bank credit facility of EUR 440 million (RMB3,177) due in December 2022. Based on the above factors, management
believes that adequate sources of liquidity exist to fund the Group’s working capital and capital expenditures requirements, and
to meet its other liabilities and commitments as they become due for at least twelve months from the issuance of these
consolidated financial statements.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company, its majority-owned subsidiaries and
consolidated variable interest entities (the “VIEs”). All intercompany transactions and balances are eliminated on consolidation.
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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As of December 31, 2020 and 2021, the Group consolidated eight and seven entities under VIE model, and the impact of the
consolidated VIEs are immaterial to the Group’s consolidated financial statements.
The Group evaluates its business activities and arrangements with the entities that operate the manachised and franchised hotels and
the funds that it serves as general partner or fund manager to identify potential variable interest entities. Generally, these entities that
operate the manachised and franchised hotels qualify for the business scope exception, therefore consolidation is not appropriate under
the variable interest entity consolidation guidance. For the disclosure of significant non-consolidated variable interest entities, see Note 7
Investments.
Use of estimates
The preparation of financial statements in conformity with U.S. 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. Actual results could differ from those
estimates. 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
the useful lives and impairment of property and equipment, right-of-use assets and intangible assets with definite lives, valuation
allowance of deferred tax assets, purchase price allocation, impairment of investment, goodwill and intangible assets without definite
lives and incremental borrowing rate used to measure lease liabilities.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use, and which
have original maturities of three months or less when purchased.
Restricted cash
Restricted cash mainly represents deposits used as security against borrowings, deposits restricted due to contract disputes or lawsuit
and cash restricted for special purposes.
Investments
Investments represent equity-method investments, equity investments with readily determinable fair values, equity investments
without readily determinable fair values and available-for-sale debt securities.
The Group accounts for equity investment in entities with significant influence under equity-method accounting. Under this method,
the Group’s pro rata share of income (loss) from investment is recognized in the consolidated statements of comprehensive income.
Dividends received reduce the carrying amount of the investment. When the Group’s share of loss in an equity-method investee equals or
exceeds its carrying value of the investment in that entity, the Group continues to report its share of equity method losses in the
statements of comprehensive income to the extent and as an adjustment to the carrying amount of its other investments in the investee.
Equity-method investment is reviewed for impairment by assessing if the decline in market value of the investment below the carrying
value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be
recognized. These include consideration of the intent and ability of the Group to hold investment and the ability of the investee to sustain
an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized in other expense when a decline
in value is deemed to be 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.
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Investments in equity securities without readily determinable fair values are measured at cost minus impairment adjusted by
observable price changes in orderly transactions for the identical or a similar investment of the same issuer. 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.
Debt securities that the company has no intent to hold till maturity or may sell the security in response to the changes in economic
conditions are classified as available-for-sale debt securities. Available-for-sale debt securities are reported at fair value, with unrealized
gains and losses (other than impairment losses) recognized in accumulated other comprehensive income or loss. Realized gains and
losses on debt securities are recognized in the net income in the consolidated statements of comprehensive income. Before the adoption
of Accounting Standards Update (“ASU”) 2016-13 (codified as ASC 326), Measurement of Credit Losses on Financial Instruments, the
amount of the total impairment related to the credit loss was recognized in the income statement and the amount related to all other
factors is recognized in other comprehensive income, net of applicable taxes, and the impairment losses recognized in the income
statement cannot be reversed for any future recoveries. After the adoption of ASC 326 on January 1, 2020, credit-related impairment is
measured as the difference between the debt security’s amortized cost basis and the present value of expected cash flows and is
recognized as an allowance on the balance sheet with a corresponding adjustment to earnings. The allowance should not exceed the
amount by which the amortized cost basis exceeds fair value.
As a result of the impairment analysis, the Group recorded an impairment of RMB10, RMB92 and RMB63 in 2019, 2020 and 2021,
respectively.
Accounts receivable, loan receivables and other financial assets
Accounts receivable, net
Accounts receivable mainly consist of franchise fee receivables, amounts due from corporate customers, travel agents, hotel guests
and credit card receivables, which are recognized and carried at the original invoice or accrued amount less an allowance for credit
losses. Before the year 2020, the Group established an allowance for doubtful accounts primarily based on the aging of the receivables
and factors surrounding the credit risk of specific customers. After the adoption of ASC 326 Financial instruments- credit losses on
January 1, 2020, the accounts receivable balance reflects invoiced and accrued revenue and is presented net of an allowance for credit
losses. The Group establishes current expected credit losses (“CECL”) for pools of assets with similar risk characteristics by evaluating
historical levels of credit losses, current economic conditions that may affect a customer’s ability to pay, and creditworthiness of
significant customers. When specific customers are identified as no longer sharing the same risk profile as their current pool, they are
removed from the pool and evaluated separately. The Group mainly focuses on historical collection experience and considers aging or
specific customer circumstance.
Additionally, the Group records an allowance on other forms of financial assets, including other current assets, other assets and
amounts due from related parties with the similar approach of accounts receivable.
Loan receivables, net
The Group entered into entrusted loan agreements with certain franchisees with the typical terms to be two to three years and annual
interest rates ranging from 8.0% to 8.5%, and with other unrelated third-parties with the annual interest rates mostly ranging from 4.8%
to 15.0%. Loan receivables are measured at amortized cost with interest accrued based on the contract rate. The Group classified loan
receivables as long-term or short-term investments according to their contractual maturity or expected holding time. Before the year of
2020, the Group evaluates the credit risk associated with the loans, and estimates the cash flow expected to be collected over the life of
loans on an individual basis based on the Group’s past experiences, the borrowers’ financial position, their financial performance and
their ability to continue to generate sufficient cash flows. A credit allowance will be established for the loans unable to collect. The
Group adopted ASC 326 on January 1, 2020 utilizing the modified retrospective approach. After the adoption of ASC 326, the Group
estimates the CECL based on the expectation of future economic conditions, historical collection experience and a loss-rate approach
whereby the allowance is calculated using the probability of default and recovery rates and multiplying it by the asset’s amortized cost at
the balance sheet date.
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Inventories
Inventories mainly consist of small appliances, bedding and daily consumables, operating supplies, food and beverage inventory
items. Small appliances and bedding for new hotels opened 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 and beddings replacement are expensed
when used.
Property and equipment, net
Property and equipment, net are stated at cost less accumulated depreciation. The renovations, betterments and interest cost incurred
during construction are capitalized. Depreciation of property and equipment is provided using the straight line method over their
expected useful lives. The expected useful lives are as follows:
Leasehold improvements
Buildings
Furniture, fixtures and equipment
Motor vehicles
Shorter of the lease term or their estimated useful lives
20-40 years
1-20 years
5 years
Construction in progress represents leasehold improvements and property 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. 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.
Intangible assets, net
Intangible assets consist primarily of brand name, master brand agreement, non-compete agreements, franchise or manachise
agreements and purchased software. Intangible assets acquired through business combinations are recognized as assets separate from
goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets, including brand name, master brand
agreement, non-compete agreements, franchise or manachise agreements, favorable lease agreements and other intangible assets acquired
from business combination are recognized and measured at fair value upon acquisition.
Non-compete agreements and franchise or manachise agreements are amortized over the expected useful life and remaining
franchise contract terms, respectively. Purchased software is stated at cost less accumulated amortization.
The favorable lease agreements in which the Group acts as a lessor were accounted as intangible assets as before, which are
amortized over remaining operating lease terms.
Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives over
which the assets are expected to contribute directly or indirectly to the future cash flows of the Group. These estimated useful lives are
generally as follows:
Franchise or manachise agreements
Non-compete agreements
Purchased software
Other intangible assets including trademark, licenses and
other rights
Remaining contract terms from 10 to 20 years
2 - 10 years based on specified non-compete period
3 - 10 years based on the estimated usage period
2 - 15 years based on the contractual term, the length of license agreements
and the effective terms of other legal rights
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Almost all the brand names acquired by the Group are considered to have indefinite useful lives since there are no legal, regulatory,
contractual, competitive, economic or other factors that limit the useful lives of these brands and these brands can be renewed at nominal
cost. Master brand agreement, acquired in Accor acquisition, granted the Group certain franchise rights with initial term of 70 years, and
can be renewed without substantial obstacles. As a result, the useful life is determined to be indefinite. The Group evaluates the brand
name and master brand agreement 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. The
Group measures the impairment by comparing the fair value of brand names and master brand agreement with its carrying amount. If the
carrying amount of brand names and master brand agreement exceeds its fair value, an impairment loss shall be recognized in an amount
equal to that excess. The Group measures the fair value of the brand names under the relief-from-royalty method, the master brand
agreement under the multi-period excess earnings method. The determination of the fair value requires management to make significant
estimates and assumptions related to forecasts of future revenues, operating margin, royalty saving rate and discount rates to estimate the
net present value of future cash flows.
Management performs its annual brand names and master brand agreement impairment test on November 30 and when triggering
events occurred. As of December 31, 2020 and 2021, the estimated fair value of the indefinite-lives intangible assets of legacy Huazhu
significantly exceeded of its carrying value. Therefore, there was no impairment loss recognized for the years ended December 31, 2019,
2020 and 2021. For its indefinite-lives intangible assets of legacy DH, there were 3 brand names acquired in DH acquisition. The
estimated fair value of one brand name was lower than its carrying amount, and an impairment of RMB160 was recognized, which
reduced the carrying value by 6%. A 5% increase in the discount rate or decrease in royalty saving rate could result in further impairment
charges of approximately RMB160 and RMB120, respectively. In addition, the estimated fair value of the other two brand names
acquired in DH acquisition exceeded its carrying value by approximately RMB82 and RMB57, which accounted for 13% and 14% of its
carrying value, respectively. A 5% increase in the discount rate or decrease in royalty saving rate could reduce the fair value of these two
brand names by RMB48 and RMB33, or RMB36 and RMB23, respectively.
Land use rights
The land use rights represent the operating lease prepayments for the rights to use the land in the PRC under ASC 842, which are
amortized on a straight-line basis over the remaining term of the land certificates, between 30 to 50 years. Amortization expense of land
use rights for the years ended December 31, 2019, 2020 and 2021 amounted to RMB8, RMB7 and RMB7, respectively.
Impairment of long-lived assets
The Group evaluates its long-lived assets including property and equipment, net, right-of-use assets and finite lived intangibles for
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When
these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows
expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less
than the carrying amount of the assets, the Group recognizes an impairment loss equal to the difference between the carrying amount and
fair value of these assets.
The Group performed a recoverability test of its long-lived assets associated with certain hotels due to the continued
underperformance relative to the projected operating results, of which the carrying amount of the long-lived assets exceeded the future
undiscounted net cash flows, and recognized an impairment loss of RMB3, RMB180 and RMB157 during the years ended December 31,
2019, 2020 and 2021, respectively.
Fair value of the long-lived assets was determined by the Group based on the income approach using the discounted cash flow
associated with the underlying assets, which incorporated certain assumptions including projected hotels’ revenue, growth rates and
projected operating costs based on current economic condition, expectation of management and projected trends of current operating
results.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets less liabilities acquired.
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Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be
impaired. Before the adoption of ASU No. 2017-04, Intangibles-Goodwill and Other, the Group performed a two-step goodwill
impairment test. The first step compares the fair values of each reporting unit to its carrying amount, including goodwill. A reporting unit
is identified as an operating segment or one level below an operating segment (also known as a component) for which discrete financial
information is available and is regularly reviewed by segment manager. Before the acquisition of Deutsche Hospitality, all the acquired
business has been migrated to the Group’s business, and the Group’s management regularly reviews operation data including industrial
metrics of revenue per available room, occupancy rate, and number of hotels by scale/brand, rather than discrete financial information for
the purpose of performance evaluation and resource allocation at brand level. The Group concluded that it had only one reporting unit,
and therefore the goodwill impairment testing was performed on consolidation level. If the fair value of a reporting unit exceeds its
carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting
unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s
goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the
allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair
value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation
process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets
or liabilities. The Group adopted ASU No. 2017-04, Intangibles-Goodwill and Other on January 1, 2020, which requires a one-step
impairment test in which an entity compares the fair value of a reporting unit with its carrying amount and recognizes an impairment
charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any. Upon the acquisition of Deutsche
Hospitality, the Group concludes there are two reporting units, which are legacy Huazhu and legacy DH since the segment manager
regularly reviews discrete financial information for legacy Huazhu and legacy DH separately. The goodwill impairment testing was
performed at each reporting unit level. If the carrying amount of a reporting unit exceeds its fair value, an impairment amounts to that
excess should be recognized in the statement of comprehensive income.
Fair value of the equity value was determined by the Group based on the income approach using the discounted cash flow associated
with the underlying assets, which incorporated certain assumptions including projected hotels’ revenue, growth rates and projected
operating costs based on current economic condition, expectation of management and projected trends of current operating results.
Management performs its annual goodwill impairment test on November 30 and when triggering events occurred. The Group
recorded an impairment of nil, RMB437 and nil for the years ended December 31, 2019, 2020 and 2021. The Group considered
assumptions based on the current economic environment in its annual impairment assessment, including the inherent risk and uncertainty
due to the stay-in-place measures enacted, consumer confidence levels, and the ongoing impact of the COVID-19 pandemic on the
hospitality industry. Based on the analysis, the Group concluded that the goodwill of legacy Huazhu was not impaired for the years ended
December 31, 2019, 2020 and 2021 as the estimated fair value of the reporting unit of legacy Huazhu far exceeded its carrying value as
of the end of each year. For the goodwill of legacy DH, the Group performed impairment test and recorded an impairment of RMB437
during the year of 2020. The estimated fair value of the reporting unit of legacy DH exceeded its carrying value, as such no impairment
charges were recorded for the year ended December 31, 2021.
As of December 31, 2020 and 2021, the estimated fair value of the reporting unit of legacy Huazhu exceeded over 100%of its
carrying value. As of December 31, 2020 and 2021, the estimated fair value of the reporting unit of legacy DH exceeded its carrying
value by approximately RMB244 and RMB421, which accounted for 6% and 13% of its carrying value. A 5% decline in the underlying
projected cash flow or increase in the discount rate could have resulted in goodwill impairment charges of approximately RMB42 and
RMB175 in 2020. A 5% decline in the underlying projected cash flows or increase in the discount rate could have reduced the fair value
of approximately RMB313 and RMB359 in 2021.
Revenue recognition
Revenue are primarily derived from products and services in leased and owned hotels, contracts of manachised and franchised hotels
with third-party franchisees as well as activities other than the operation of hotel businesses.
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Leased and owned hotel revenues
Leased and owned hotel revenues are primarily derived from the rental of rooms, food and beverage sales and other ancillary goods
and services, including but not limited to souvenir, laundry, parking and conference reservation. Each of these products and services
represents an individual performance obligation and, in exchange for these services, the Group receives fixed amounts based on
published rates or negotiated contracts. Payment is due in full at the time when the services are rendered or the goods are provided.
Room rental revenue is recognized on a daily basis when rooms are occupied. Food and beverage revenue and other goods and services
revenue are recognized when they have been delivered or rendered to the guests as the respective performance obligations are satisfied.
Manachised and franchised hotel revenues
The manachise and franchise 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., install IT information system and provide access to purchase platform,
help to obtain operational qualification, and help to recruit and train employees) 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.
Manachised and franchised hotel revenues are derived from franchise or manachise agreements where the franchisees are primarily
required to pay (i) an initial one-time franchise fee, and (ii) continuing franchise fees, which mainly consist of (a) on-going management
and franchise service fees, (b) central reservation system usage fees, system maintenance and support fees and (c) reimbursements for
hotel manager fees.
Initial one-time franchise fee, is typically fixed and collected upfront and recognized as revenue over the term of the franchise
contract. 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.
On-going management and franchise service fees are generally calculated as a certain percentage of the room revenues of the
franchised hotel. Generally, management and franchise service fees are due and payable on a monthly basis as services are provided and
revenue is recognized over time as services are rendered.
Central reservation system usage fees, other system maintenance and support fees are typically billed and collected monthly along
with base management and franchise fees, and revenue is generally recognized as services are provided.
Reimbursements for hotel manager fees, which cover the manachised hotel managers’ payroll, social welfare benefits and certain
other out-of-pocket expenses that the Group incurs on behalf of the manachised hotels. The reimbursements are recognized over time
within revenues for the reimbursement of costs incurred on behalf of manachised hotels.
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Above policies are only applicable to legacy Huazhu. For manachised hotels under Deutsche Hospitality, the franchisees have
historically been required to pay Deutsche Hospitality an on-going management fees consisting of a base fee as a percentage of the
hotel’s gross revenues and an incentive fee as a percentage of the hotel’s gross adjusted profit. For franchised hotels under Deutsche
Hospitality, the franchisees have historically been required to pay Deutsche Hospitality a license fee, a franchise fee and a central service
fee. The manachised and franchised hotel revenues of Deutsche Hospitality are recognized over time as services are rendered. The Group
is gradually conforming the terms of Deutsche Hospitality’s franchise and management agreements to those of hotels under legacy
Huazhu.
Since the COVID-19 outbreak in January 2020, the Group has offered one-time reduction on continuing franchise fees of
approximately RMB132 and RMB105 for 2020 and 2021 to help franchisees meet their short-term working capital needs. There is no
change to the scope of services or other terms of the agreements. Previously recognized revenue on the original contract was not
adjusted.
Other Revenues
Other revenues are derived from activities other than the operation of hotel businesses, which mainly include revenues from the
provision of IT products and services and Hua Zhu mall. Revenues from Hua Zhu mall are commissions charged from suppliers for
goods sold through the platform and are recognized upon delivery of goods to end customers when its suppliers’ obligation is fulfilled.
Revenues from IT products are recognized when goods are delivered and revenues from IT services are recognized when services are
rendered.
Loyalty Program
Under the loyalty program the Group administers, members earn loyalty points that can be redeemed for future products and
services. Points earned by loyalty program members represent a material right to free or discounted goods or services in the future. The
loyalty program has one performance obligation that consists of marketing and managing the program and arranging for award
redemptions by members. The Group is responsible for arranging for the redemption of points, but the Group does not directly fulfill the
redemption obligation except at leased and owned hotels. Therefore, the Group is the agent with respect to this performance obligation
for manachised and franchised hotels, and is the principal with respect to leased and owned hotels.
For leased and owned hotels, a portion of the leased and owned revenues is deferred until a member redeems points. 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 in the Group’s owned and leased hotels.
For manachised and franchised hotels, the portion of revenue deferred by manachised and franchised hotels are collected by the
Group which will be refunded upon redemption of points at manachised and franchised hotels. The estimated breakage for points earned
in manachised and franchised hotels are recognized as manachised and franchised revenue for each period. 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.
Above policies are only applicable to legacy Huazhu. The loyalty program initiated by Deutsche Hospitality has substantially the
same rights, nature and redeemable approaches as legacy Huazhu, therefore the accounting treatment is the same. As of December 31,
2021, the contract liabilities related to Deutsche Hospitality were immaterial and the loyalty program of Deutsche Hospitality was in the
progress of being migrated to that of legacy Huazhu.
Membership fees from the Group’s customer loyalty program are all from legacy Huazhu, which are earned and recognized on a
straight-line basis over the expected membership duration of the different membership levels and also applicable to legacy Huazhu only.
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 two to five years which reflects the expected membership retention.
Revenues recognized from membership fees were RMB224, RMB223 and RMB243 for the years ended December 31, 2019, 2020 and
2021, respectively, which amount were included in revenues from leased and owned hotel or revenues from manachised and franchised
hotels depending on the type of hotels the membership was sold at.
F-19
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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. 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.
Value-Added Taxes and surcharges
The accommodation services of the Group in PRC and Germany are subject to a range from 6% to 19% of Value-Added Taxes,
respectively. 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 RMB99, RMB150 and RMB165 for the years ended
December 31, 2019, 2020 and 2021, respectively.
Government grants
Government grants represent cash received by the Group in the PRC from local governments as incentives for investing in certain
local districts, and are typically granted based on the amount of investments the Group made as well as income generated by the Group
in such districts under legacy Huazhu. Such subsidies allow the Group full discretion to utilize the funds and are used by the Group for
general corporate purposes. The local governments have final discretion as to whether the Group has met all criteria to be entitled to the
subsidies. Normally, the Group does not receive written confirmation from local governments indicating the approval of the cash subsidy
before cash is received, and therefore cash subsidies are recognized when received and when all the conditions for their receipts have
been satisfied. Government grants recognized by legacy Huazhu were RMB148, RMB154 and RMB110 for the years ended
December 31, 2019, 2020 and 2021, respectively, which were recorded as other operating income.
Government grants represent cash received by the Group as compensation for COVID-19 impacts in various countries under legacy
DH. The grants consist of short term work compensation, fixed costs compensation and revenue based compensation. Short term work
compensation recognized by legacy DH was RMB244 and RMB197 for the year ended December 31, 2020 and 2021, which was netted
with operating costs and expenses. Other grants recognized by legacy DH were RMB17 and RMB765 for the year ended December 31,
2020 and 2021, which were recorded as other operating income.
Leases
As a lessee
Starting from January 1, 2019, the Group adopted ASU 2016-02, Leases (Topic 842), which supersedes the lease accounting
guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-
of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash
flows arising from leasing arrangements. All of the Group’s leases were classified under ASC Topic 842 as operating leases upon this
adoption and there are both capital lease and operating lease under legacy DH since the acquisition of DH. The Group elected the
practical expedients under ASU 2016-02 which includes the use of hindsight in determining the lease term and the practical expedient
package to not reassess whether any expired or existing contracts are or contain leases, to not reassess the classification of any expired or
existing leases, and to not reassess initial direct costs for any existing leases. The adoption of ASU 2016-02 did not materially affect the
consolidated statements of income or consolidated statements of cash flows and had no impact on the debt covenant compliance under
the current agreements.
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The Group recognizes a lease liability for future fixed lease payments and variable lease payments that depend on an index or a rate,
initially measured using the index or rate as at the commencement date and a ROU asset representing the right to use the underlying asset
for the lease term. Lease liabilities are recognized at commencement date based on the present value of fixed lease payments and variable
lease payments that depend on an index or a rate (initially measured using the index or rate as at the commencement date) over the lease
term using the rate implicit in the lease, if available, or the Group’s incremental borrowing rate. As its leases do not provide an implicit
borrowing rate, the Group uses an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a
similar term of the lease payments at the commencement date. Upon adoption of ASU 2016-02, the Group elected to use the remaining
lease term as of January 1, 2019 in the estimation of the applicable discount rate for leases that were in place at adoption. For the initial
measurement of the lease liability for leases commencing after January 1, 2019, the Group uses the discount rate as of the
commencement date of the lease, incorporating the entire lease term. Current maturities of operating lease liabilities and finance lease
liabilities are classified as operating lease liabilities, current and finance lease liabilities, current, respectively, in the Group’s
consolidated balance sheets. Long-term portions of operating lease liabilities and finance lease liabilities are classified as operating lease
liabilities, non-current and finance lease liabilities, non-current, respectively, in the Group’s consolidated balance sheets. Most leases
have initial terms ranging from 10 to 20 years for legacy Huazhu, and from 20 to 25 years for legacy DH. The lease term includes lessee
options to extend the lease and periods occurring after a lessee early termination option, only to the extent it is reasonably certain that the
Group will exercise such extension options and not exercise such early termination options, respectively. The Group’s lease agreements
may include nonlease components, mainly common area maintenance, which are combined with the lease components as the Group
elects to account for these components as a single lease component, as permitted. The Group elected the practical expedient of not to
separate land components outside PRC from leases of specified property and equipment at the ASC842 transition date. Besides, the
Group’s lease payments are generally fixed and certain agreements contain variable lease payments based on the operating performance
of the leased property and the changes in the index of consumer pricing index (“CPI”). Almost all the lease agreements with variable
lease payments based on the changes in CPI are held by legacy DH. For operating leases, the Group recognizes lease expense on a
straight-line basis over the lease term and variable lease payments that depend on an index or a rate are initially measured using the index
or rate at the commencement date, otherwise variable lease payments are recognized in the period in which the obligation for those
payments is incurred. The operating lease expense is recognized as hotel operating costs, general and administrative expenses and pre-
opening expenses in the consolidated statements of comprehensive income. For finance lease, lease expense is generally front-loaded as
the finance lease ROU asset is depreciated on a straight-line basis over the shorter of the lease term or useful life of the underlying asset
within hotel operating costs in the consolidated statements of comprehensive income, but interest expense on the lease liability is
recognized in interest expense in the consolidated statements of comprehensive income using the effective interest method which results
in more expense during the early years of the lease. Additionally, the Group elected not to recognize leases with lease terms of 12 months
or less at the commencement date. Lease payments on short-term leases are recognized as an expense on a straight-line basis over the
lease term, not included in lease liabilities. The Group’s lease agreements do not contain any significant residual value guarantees or
restricted covenants.
The ROU assets are measured at the amount of the lease liabilities with adjustments, if applicable, for lease prepayments made prior
to or at lease commencement, initial direct costs incurred by the Group, deferred rent and lease incentives, and any off-market terms (that
is, favorable or unfavorable terms) present in the lease when the Group acquired leases in a business combination in which the acquiree
acts as a lessee. The Group evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the
recoverability of the related asset group. The Group excludes the lease obligation from the carrying value of the asset group.
Accordingly, the lease payments (both principal and interest) don’t reduce the undiscounted expected future cash flows used to test the
asset group for recoverability. If the carrying value of the asset group cannot be recoverable and is in excess of the estimated fair value,
the Group records an impairment loss in the consolidated statements of comprehensive income. Noncash lease expense are used as the
noncash add-back for the amortization of the operating ROU assets to the operating section of the consolidated statements of cash flow.
The Group reassesses of a contract is or contains a leasing arrangement and re-measures ROU assets and liabilities upon
modification of the contract. The Group will derecognize ROU assets and liabilities, with difference recognized in the consolidated
statements of comprehensive income on the contract termination.
In April 2020, the FASB released a Q&A which allows lessees and lessors to make an election to either apply the lease modification
guidance or the variable rents guidance under ASC 840 and ASC 842 for lease concessions related to COVID-19 as long as the total cash
flows as a result of the concession are substantially the same or less than those in the contract before the concession. A preparer can
make this election without the need to determine whether a force majeure clause exists in the lease. The Group has elected to account for
the lease concessions as variable lease expenses.
F-21
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The favorable lease agreements and unfavorable lease agreements in which the Group acts as a lessee were reclassified to operating
lease right-of-use assets on January 1, 2019, upon adoption of ASC 842, Leases, which are amortized combining with right-of-use assets
over remaining operating lease terms. These estimated useful lives are generally as follows:
Favorable lease agreements acquired before the adoption of ASC
Remaining lease terms from 1 to 20 years
842
Unfavorable lease agreements
Sublease
Remaining lease terms from 3 to 13 years
The Group subleases property which are not suitable to operate hotels to third parties under operating leases. In accordance with the
provisions of ASC 842, since the Group has not been relieved as the primary obligor of the head lease, the Group cannot net the sublease
income against its lease payment to calculate the lease liability and ROU asset. The Group’s practice has been, and will continue to,
straight-line the sub-lease income over the term of the sublease, which is consistent with the accounting treatment under ASC840.
Income taxes
Current income taxes are provided for in accordance with the relevant statutory tax laws and regulations.
Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported
amounts in the financial statements. Net operating losses are carried forward and credited by applying enacted statutory tax rates
applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of the Group, it is more-likely-
than-not that some portion or all of the deferred tax assets will not be realized. For a particular tax-paying component of an entity and
within a particular tax jurisdiction, all deferred tax liabilities and assets, as well as any related valuation allowance, shall be offset and
presented as a single noncurrent amount. However, an entity shall not offset deferred tax liabilities and assets attributable to different tax-
paying components of the entity or to different tax jurisdictions.
Foreign currency translation
The reporting currency of the Group is the Renminbi (“RMB”). The functional currency of the Company is the United States dollar
(“US$”). Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured in functional
currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during
the year are converted into the functional currency at the applicable rates of exchange prevailing on the day transactions occurred.
Transaction gains and losses are recognized in the statements of comprehensive income.
Assets and liabilities are translated into RMB at the exchange rates 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 comprehensive income.
The financial records of the Group’s subsidiaries are maintained in local currencies, which are the functional currencies.
Comprehensive income
Comprehensive income includes all changes in equity except for those resulting from investments by owners and distributions to
owners and is comprised of net income, foreign-currency translation adjustments and gain (loss) arising from defined benefit plan.
F-22
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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, short-term and long-term investments, loan receivables, amount due from related parties, other current assets, other assets
and accounts receivable. All of the Group’s cash and cash equivalents and restricted cash are held with financial institutions that Group’s
management believes to be high credit quality. In addition, the Group’s investment policy limits its exposure to concentrations of credit
risk and the Group’s short-term and long-term investments consist of equity investments in listing and private companies. The Group’s
loan receivables are lent to entities with high credit quality. The Group conducts credit evaluations on its group and agency 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 credit losses for accounts receivable, loan receivable and financial assets, including other current
assets, other assets and amounts due from related parties based on the expectation of future economic conditions, historical collection
experience and a loss-rate approach.
Fair value
The Group defines fair value as 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.
The established fair value hierarchy 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 three levels of inputs may be used to measure fair value
include:
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.
When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are
not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently
sourced market parameters, such as interest rates. The Group’s financial instruments include cash and cash equivalent, restricted cash,
loan receivables current and non-current portion, receivables, payables, short-term debts, long-term debts. The carrying amounts of these
short-term financial instruments approximates their fair value due to their short-term nature. The long-term debts and long-term loan
receivables approximate their fair values, because the bearing interest rate approximates market interest rate, and market interest rates
have not fluctuated significantly since the commencement of loan contracts signed. The carrying amounts of convertible senior notes
were RMB3,290, RMB6,318 and RMB6,186 and the corresponding fair value estimated based on quoted market price were RMB3,711,
RMB7,747 and RMB6,681, as of December 31, 2019, 2020 and 2021, respectively. The fair value of pension plan assets is discussed in
Note 18.
F-23
Table of Contents
As of December 31, 2020 and 2021, information about inputs into the fair value measurements of the Group’s assets and liabilities
that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:
As of
December 31,
Description
Fair Value
Fair Value Measurements at Reporting Date Using
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2020
2020
2020
2021
2021
2021
Equity securities with
readily determinable fair
value
Available-for-sale debt
securities
Employee benefit plan
assets
Equity securities with
readily determinable fair
value
Available-for-sale debt
securities
Employee benefit plan
assets
3,903
220
6
2,589
220
5
3,903
—
6
2,589
—
5
—
220
—
—
220
—
—
—
—
—
—
—
The following table presents the Group’s assets measured at fair value on a non-recurring basis for the years ended December 31,
2020 and 2021:
Years Ended
December 31,
2020
2020
2020
2020
2021
2021
2021
2021
Description
Property and equipment
Operating lease right-of-use assets
Long-term investment
Goodwill
Property and equipment
Operating lease right-of-use assets
Intangible assets
Long-term investment
Fair Value Measurements at Reporting Date Using
Fair Value for
Years Ended
December 31
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2
71
—
2,328
33
88
2,556
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Total
Loss for
the Year
41
139
92
437
24
48
245
63
2
71
—
2,328
33
88
2,556
—
As a result of reduced expectations of future cash flows from certain leased hotels, the Group determined that the hotels property and
equipment with a carrying amount of RMB3, RMB43 and RMB57 was not fully recoverable and consequently recorded an impairment
charge of RMB3, RMB41 and RMB24 for the years ended December 31, 2019, 2020 and 2021, respectively. The Group also determined
that the operating lease right-of-use assets amount with a carrying amount of nil, RMB210 and RMB136 was not fully recoverable and
recorded an impairment charge of nil, RMB139 and RMB48 for the years ended December 31, 2019, 2020 and 2021, respectively.
F-24
Table of Contents
Fair value of the property and equipment and operating lease right-of-use assets impairment testing were determined by the Group
based on the income approach using the discounted cash flow associated with the underlying assets, which incorporated certain
assumptions including projected hotels’ revenue, growth rates and projected operating costs based on current economic condition,
expectation of management and projected trends of current operating results. As a result, the Group has determined that the majority of
the inputs used to value its long-lived assets held and used and its reporting units are unobservable inputs that fall within Level 3 of the
fair value hierarchy. The revenue growth rate and the discount rate were the significant unobservable input used in the fair value
measurement, which are ranged between negative 15%and 4%, 8.64% and 20%, respectively, for the years ended December 31, 2019,
2020 and 2021, respectively.
As a result of the impairment assessment, the Group determined that the intangible assets amount with a carrying amount of nil, nil
and RMB2,801 exceeded their fair value and recorded an impairment charge of nil, nil and RMB245 for the years ended December 31,
2019, 2020 and 2021, respectively.
As a result of the impairment assessment, the Group determined that the long-term investment amount with a carrying amount of
RMB10, RMB92 and RMB63 was fully impaired as a result of the impairment assessment for the years ended December 31, 2019, 2020
and 2021, respectively.
As a result of the impairment assessment, the Group determined that the goodwill amount with a carrying amount of nil, RMB2,768
and nil was impaired and recorded an impairment charge of nil, RMB437 and nil for the years ended December 31, 2019, 2020 and 2021,
respectively.
Share-based compensation
The Group recognizes share-based compensation in the consolidated statements of comprehensive income based on the fair value of
equity awards on the date of the grant, with compensation expenses recognized over the period in which the grantee is required to
provide service to the Group in exchange for the equity award. Vesting of certain equity awards are based on the performance conditions
for a period of time following the grant date. Share-based compensation expense is recognized according to the Group’s judgement of
likely future performance and will be adjusted in future periods based on the actual performance. The share-based compensation
expenses have been categorized as either hotel operating costs, general and administrative expenses or selling and marketing expenses,
depending on the job functions of the grantees. For the years ended December 31, 2019, 2020 and 2021, the Group recognized share-
based compensation expenses of RMB110, RMB122 and RMB109, respectively, which were classified as follows:
Hotel operating costs
Selling and marketing expenses
General and administrative expenses
Total
Earnings (losses) per share
Years Ended December 31,
2020
2021
2019
35
3
72
110
42
4
76
122
39
4
66
109
Basic earnings (losses) per share is computed by dividing income attributable to holders of ordinary shares by the weighted average
number of ordinary shares outstanding during the year. Diluted earnings (losses) per share reflects the potential dilution that could occur
if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares, which consist of the ordinary
shares issuable upon the conversion of the convertible senior notes (using the if-converted method) and ordinary shares issuable upon the
exercise of stock options and vest of nonvested restricted stocks (using the treasury stock method).
The loaned shares under the ADS lending agreement are excluded from both the basic and diluted earnings (losses) per share
calculation unless default of the ADS lending arrangement occurs which the Group considered the possibility is remote.
F-25
Table of Contents
Segment and geography information
The Group identifies a business as an operating segment if: i) it engages in business activities from which it may earn revenues and
incur expenses; ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions
about resources to be allocated to the segment and assess its performance; and iii) it has available discrete financial information. The
Group’s chief operating decision maker has been identified as the chief executive officer. Before the acquisition of DH completed on
January 2, 2020, CODM regularly reviews the operation data, such as industrial metrics of revenue per available room, occupancy rate,
and number of hotels by scale/brand, to assess the performance and allocate the resources at brand level. All the acquired business
including Accor, Crystal Orange and Blossom Hotel Management has been migrated to the Group’s business, and the Group operates and
manages its business as a single segment. After the acquisition of DH, CODM regularly reviews the operating data and EBITDA, which
is defined as earnings before interest income, interest expense, income tax expense (benefit) and depreciation and amortization, a
financial measure for legacy Huazhu and legacy DH separately to evaluate their performance. Therefore, in January 2020, the Group
modified its operating segment structure to be two operating segments which are legacy Huazhu and legacy DH as a result of a change in
the way management intends to evaluate results and allocate resources within the Group. In identifying its reportable segments, the
Group assesses nature of operating segments and evaluates the operating results of each reporting segments. Both operating segments
meet the quantitative thresholds and should be considered as two reportable segments.
The following table provides a summary of the Group’s operating segment results for the years ended December 31, 2020 and 2021.
The Group presents segment information after elimination of intercompany transactions.
Legacy
Huazhu
2020
Legacy
DH
Total
Legacy
Huazhu
2021
Legacy
DH
Years Ended December 31,
Total revenues
Operating costs and expenses
Goodwill impairment loss
Other operating income, net
Interest income
Interest expense
Other (expenses) income, net
Unrealized (losses) gains from fair value changes of equity
securities
Foreign exchange gain (loss)
(Loss) income before income tax
Income tax expense (benefit)
(Loss) from equity method investments
Net loss attributable to noncontrolling interest
Net (loss) income attributable to Huazhu Group Limited
Income tax expense (benefit)
Interest income
Interest expense
Depreciation and amortization
EBITDA
8,664
8,978
—
214
118
427
(92)
(266)
176
(591)
151
(117)
(12)
(847)
151
118
427
1,123
736
1,532
2,947
437
266
1
106
3
1
(1)
(1,688)
(366)
(23)
—
(1,345)
(366)
1
106
239
(1,367)
10,196
11,925
437
480
119
533
(89)
(265)
175
(2,279)
(215)
(140)
(12)
(2,192)
(215)
119
533
1,362
(631)
11,247
10,549
—
193
88
291
139
(96)
(294)
437
249
(50)
(15)
153
249
88
291
1,222
1,827
1,538
3,058
—
793
1
114
18
—
(23)
(845)
(237)
(10)
—
(618)
(237)
1
114
281
(461)
The following table presents total assets for operating segments, reconciled to consolidated amounts:
2020
2021
As of December 31,
Total
12,785
13,607
—
986
89
405
157
(96)
(317)
(408)
12
(60)
(15)
(465)
12
89
405
1,503
1,366
Total assets
Legacy Huazhu Legacy DH Total
65,155
46,243
18,912
Legacy Huazhu Legacy DH Total
63,269
17,916
45,353
The following tables represent revenues and property and equipment, net, intangible assets, net, right-of-use assets, land use rights,
net and goodwill by geographical region.
F-26
Table of Contents
Revenues:
China
Germany
All others
Total
Property and equipment, net, intangible assets, net, right-of-use assets, land use rights, net and goodwill:
China
Germany
All others
Total
Years Ended December 31,
2020
8,647
1,212
337
10,196
2021
11,231
1,263
291
12,785
As of December 31,
2020
30,635
15,670
2,544
48,849
2021
33,143
13,884
2,929
49,956
Other than China and Germany, there were no countries that individually represented more than 10% of the total revenue and certain
long lived assets for the years ended and as of December 31, 2020 and 2021.
Treasury shares
Treasury shares represent shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury
shares are accounted for under the cost method. As of December 31, 2020 and 2021, under the repurchase plan, the Company had
repurchased an aggregate of 30,967,640 and 30,974,040 ordinary shares on the open market for cash consideration of RMB107 and
RMB107, respectively. The repurchased shares were presented as “treasury shares” in shareholders’ equity on the Group’s consolidated
balance sheets.
Recently Issued Accounting Pronouncements
Adopted Accounting Standards
In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-
20). The amendment modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement
plans. The revised guidance is effective for financial statements issued for fiscal years beginning after December 15, 2020, with early
adoption permitted. The Group adopted the guidance on January 1, 2021, as required. There was no material impact on the Group’s
consolidated financial statements and related disclosures as a result of adopting this new standard.
In December 2019, the FASB has issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income
Taxes. The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in
ASC740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the
recognition for deferred tax liabilities for outside basis differences. This ASU also simplifies aspects of the accounting for franchise taxes
and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2020, with early adoption permitted. The Group adopted the guidance on January 1, 2021, as required. There was no material impact on
the Group’s consolidated financial statements and related disclosures as a result of adopting this new standard.
F-27
Table of Contents
In January 2020, the FASB has issued ASU No. 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 — a consensus of the FASB Emerging Issues Task Force. This update addresses the accounting for certain equity
securities upon the application or discontinuation of the equity method of accounting. Further, the update addresses scope considerations
for forward contracts and purchased options on certain securities. The amendments in this ASU are effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance
on January 1, 2021, as required. There was no material impact on the Group’s consolidated financial statements and related disclosures as
a result of adopting this new standard.
Accounting Standards Not Yet Adopted
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, 2022, and interim periods within those fiscal years, with early adoption permitted. The
Group does not expect the adoption of this ASU will have a significant impact on the consolidated financial statements.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) — Disclosures by Business Entities about
Government Assistance. The amendments in this ASU require disclosures about transactions with a government that have been
accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2)
the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The amendments in this ASU
are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021.
Early application of the amendments is permitted. The Group does not expect this ASU would have a material impact on the
consolidated financial statements.
Translation into United States Dollars
The financial statements of the Group are stated in RMB. Translations of amounts from RMB into United States dollars are solely
for the convenience of the reader and were calculated at the rate of US$1 = RMB6.3726, on December 30, 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 United States dollars at that rate on December 30, 2021, or at any other rate.
3. ACQUISITIONS
(i) During the years ended December 31, 2019, 2020 and 2021, the Group acquired three, three and three individual companies for total
cash consideration of RMB54, RMB26 and RMB51, respectively. The business acquisitions were accounted for under purchase
accounting. The assets and liabilities of these hotels and companies acquired in 2019, 2020 and 2021 were immaterial to the consolidated
financial statements.
(ii) On January 2, 2020, the Group completed the acquisition of 100% equity interest of Deutsche Hospitality. Deutsche Hospitality was
engaged in the business of leasing, franchising, operating and managing hotels under five brands in the midscale and upscale market in
Europe, the Middle East and Africa. The aggregated consideration was EUR720 million (equivalent to RMB5,624) which has been fully
paid in cash as of January 2, 2020.
The total revenue and net loss of the acquiree included in the consolidated statements of comprehensive income for the year ended
December 31, 2020 were RMB1,532 and RMB1,345, respectively.
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The following table summarizes unaudited pro forma results of operation for the years ended December 31, 2019 and 2020 assuming
that the acquisition occurred as of January 1, 2019. The pro forma results have been prepared for comparative purpose only based on
management’s best estimate and do not purport to be indicative of the results of operations which actually would have resulted had the
acquisition occurred as of January 1, 2019.
Pro forma total revenue
Pro forma net income (loss) attributable to Huazhu Group Limited
Period Ended December 31,
2019
14,995
1,780
2020
10,196
(2,204)
The Group incurred transaction cost of RMB70 for the acquisition, which was expensed in 2019. These expenses are non-recurring
in nature, and were eliminated from the calculation of pro forma net income above.
The allocation of the purchase price as of the date of acquisition is summarized as follows:
Current assets
Property and equipment, net
Operating lease right-of-use assets
Financing lease right-of-use assets
Franchise or manachise agreements
Brand names
Non-compete agreement
Goodwill
Deferred tax assets
Other non-current assets
Operating lease liabilities, current
Finance lease liabilities, current
Other current liabilities
Operating lease liabilities, non-current
Finance lease liabilities, non-current
Other noncurrent liabilities
Deferred tax liabilities
Total
Amortization Period
2-25 years
Remaining lease terms
Shorter of estimated useful
lives of the assets and the
lease terms
Remaining contract terms
Indefinite-life
2 years
785
586
8,616
1,794
270
3,873
10
2,694
170
280
(296)
(21)
(784)
(8,553)
(2,166)
(330)
(1,304)
5,624
Goodwill was recognized as a result of expected synergies from combining operations of the Group and acquired business and other
intangible assets that don’t qualify for separate recognition. The goodwill generated from the DH acquisition is allocated to the reporting
unit of legacy DH. None of the Goodwill is expected to be deductible for tax purposes.
(iii) On April 30,2021, the Group completed the acquisition of 100% equity interest of CitiGO hotels from Cjia Group, a related party of
the Group. CitiGO brand is a light luxury and social hotel brand, which are mainly distributed in first and second-tier cities in China. The
aggregated consideration was RMB783 and RMB749 was paid in cash as of December 31, 2021.
The total revenue and net loss of the acquiree included in the consolidated statements of comprehensive income for the year ended
December 31, 2021 were RMB184 and RMB34, respectively.
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The following table summarizes unaudited pro forma results of operation for the years ended December 31, 2020 and 2021 assuming
that the acquisition of CitiGO hotels occurred as of January 1, 2020. The transaction cost incurred was not material. The pro forma
results have been prepared for comparative purpose only based on management’s best estimate and do not purport to be indicative of the
results of operations which actually would have resulted had the acquisition occurred as of January 1, 2020.
Pro forma total revenue
Pro forma net loss attributable to Huazhu Group Limited
The allocation of the purchase price as of the date of acquisition is summarized as follows:
Current assets
Property and equipment
Operating lease right-of-use assets
Other non-current assets
Franchise agreement
Brand names
Goodwill
Operating lease liabilities, current
Other current liabilities
Operating lease liabilities, non-current
Other noncurrent liabilities
Deferred tax liabilities
Noncontrolling interest
Total
Period Ended December 31,
2020
10,346
(2,318)
2021
12,861
(480)
Amortization Period
5-12 years
Remaining lease terms
Remaining contract terms
Indefinite-life
34
296
1,119
33
61
90
372
(153)
(23)
(987)
(5)
(33)
(21)
783
Goodwill was recognized as a result of expected synergies from combining operations of the Group and acquired business and other
intangible assets that don’t qualify for separate recognition. All the acquired business has been migrated to the Group’s business. The
goodwill generated from the CitiGO acquisition is allocated to the reporting unit of legacy Huazhu. None of the Goodwill is expected to
be deductible for tax purposes.
4. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenues
The following tables present the Group’s revenues disaggregated by the nature of the product or service:
Room revenues
Food and beverage revenues
Others
Leased and owned hotels revenue
Initial one-time franchise fee
On-going management and service fees
Central reservation system usage fees, other system maintenance and support fees
Reimbursements for hotel manager fees
Other fees
Manachised and franchised hotels revenue
Other revenues
Total revenues
F-30
Years Ended December 31,
2020
2021
2019
7,057
351
310
7,718
93
1,228
908
581
532
3,342
152
11,212
5,735
608
565
6,908
110
1,057
908
657
404
3,136
152
10,196
7,024
694
400
8,118
109
1,479
1,399
897
520
4,404
263
12,785
Table of Contents
Contract Balances
The Group’s contract assets are insignificant at December 31, 2020 and 2021.
Current contract liabilities
Long-term contract liabilities
Total contract liabilities
As of December 31,
2020
2021
1,272
662
1,934
1,366
785
2,151
The contract liabilities balances above which are classified as deferred revenue on the consolidated balance sheet, as of
December 31, 2020 and 2021 were comprised of the following:
Initial fees received from franchisees owners
Cash received for membership fees and not recognized as revenue
Advances received from customers
Deferred revenue related to the loyalty program
Total
As of December 31,
2020
2021
924
430
529
51
1,934
1,074
519
505
53
2,151
The Group classifies initial fees received from franchisees into current liabilities when the hotel has not yet opened. Initial fees
received from franchisees for pre-opening hotels are RMB429 and RMB496 as of December 31, 2020 and 2021, respectively. Once the
hotel opens, initial one-time franchise fee will be recognized as revenue over the term of the franchise contract and the initial fees
received from franchisees that has not been recognized as revenue will be reclassified into current contract liabilities and long-term
contract liabilities, respectively.
The Group recognized revenues that were previously deferred as contract liabilities of RMB748 and RMB613 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 RMB53 of deferred revenues related to unsatisfied performance obligations under H
Rewards that will be recognized as revenues when the points are redeemed, which the Group estimate will occur over the next two years.
The Group had RMB1,074 of deferred revenues related to initial fees received from franchisees owners are expected to be recognized as
revenues over the remaining contract periods over generally one to ten years. Additionally, the Group had RMB519 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 also had RMB505 of deferred revenues related to advances received from customers, which are expected to
be recognized as revenues in future periods over the terms of the related contracts.
The Group did not estimate revenues expected to be recognized related to the Group’s unsatisfied performance for the following:
● Revenues related to on-going management and franchise service fees, as they are considered sales-based royalty fees.
● Revenues related to central reservation system usage fees, other system maintenance and support fees, and reimbursement for
hotel manager fee, as the related revenues from the satisfaction of these performance obligations is recognized when the Group
is entitled to invoice the amount.
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5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consist of the following:
Cost:
Buildings
Leasehold improvements
Furniture, fixtures and equipment
Motor vehicles
Less: Accumulated depreciation
Construction in progress
Property and equipment, net
As of December 31,
2020
2021
247
9,542
2,008
1
11,798
5,764
6,034
648
6,682
305
10,467
2,348
3
13,123
6,845
6,278
778
7,056
Depreciation expense was RMB967, RMB1,219 and RMB1,352 for the years ended December 31, 2019, 2020 and 2021,
respectively.
The Group occasionally demolishes certain leased hotels due to local government zoning requirements, which typically results in
receiving compensation from the government.
6.
INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
Intangible assets with indefinite lives:
Brand names (Note 3)
Master brand agreement
Intangible assets with finite lives:
Franchise or manachise agreements
Favorable lease agreements from sublease
Purchased software
Other intangible assets
Total
Less: Accumulated amortization
Less: Accumulated impairment loss(Note2)
Total
As of December 31,
2021
2020
5,319
192
356
12
108
70
6,057
112
—
5,945
5,010
192
366
11
142
70
5,791
163
243
5,385
The values of favorable lease agreements were determined based on the estimated present value of the amount the Group has
avoided paying as a result of entering into the lease agreements.
Amortization expense of intangible assets for the years ended December 31, 2019, 2020 and 2021 amounted to RMB16, RMB62,
and RMB65, respectively.
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The annual estimated amortization expense for the above intangible assets excluding brand names and master brand agreement for
the following years is as follows:
2022
2023
2024
2025
2026
Thereafter
Total
7.
INVESTMENTS
The investments as of December 31, 2020 and 2021 were as follows:
Equity securities with readily determinable fair values:
Accor
Other marketable securities
Equity securities without readily determinable fair values:
Cjia/Cjia Group
OYO
Other equity securities without readily determinable fair values
Equity-method investments:
AAPC LUB
Hotel related funds
China Hospitality JV
Zleep
Commerz Real Institute
Other investments
Available-for-sale debt securities:
Cjia/Cjia Group
Total
Amortization for Intangible Assets
37
36
32
31
28
180
344
As of December 31,
2020
2021
3,849
54
2,508
81
183
66
72
490
476
103
88
—
225
168
54
71
525
488
99
68
85
187
220
5,826
220
4,554
Equity securities with readily determinable fair values:
In 2019, 2020 and 2021, the Group purchased 282,787 and 8,737,987 and 1,180,000 ordinary shares of Accor, respectively,a hotel
group listed in Paris stock exchange, from open market. In 2020 and 2021, the Group sold out 1,003,654 and 5,172,458 of these shares
with losses of RMB21 and gains of RMB209 realized, respectively. As of December 31, 2021, the Group accumulatively hold
12,212,552 shares of Accor, which accounts for less than 5% of Accor total outstanding shares where the Group does not have the ability
to significantly influence the operations of this entity. In 2020 and 2021, the Group recognized unrealized losses from fair value changes
of Accor of RMB253 and RMB94, respectively.
At December 31, 2020 and 2021, the Group had RMB54 and RMB81, respectively, of other marketable securities, which represent
investments in entities in hospitality or related industries where the Group does not have the ability to significantly influence the
operations of these entities. In 2019, 2020 and 2021, the Group recognized unrealized losses from fair value changes of other marketable
securities of RMB35, RMB12 and RMB2, respectively.
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Equity securities without readily determinable fair values:
As of December 31, 2018, the Group had approximately 17% equity interest and US$45 million in preferred shares of China Cjia
Group Limited (“Cjia Group”). In addition, the Group had RMB 252 convertible notes in Cjia Group. In 2019, Cjia Group repurchased
from the Group part of its ordinary shares and preferred shares and issued new shares to an unrelated investor. As a result, the Group
recognized a gain of RMB9 in other income in 2019. As of December 31, 2020 and 2021, the Group had approximately 15% and 16%
ordinary shares of Cjia Group, respectively. The Group accounted for the ordinary shares in Cjia Group under equity-method as the
Group has the ability to exert significant influence. The convertible notes are recorded as available-for-sale debt securities. The preferred
shares are accounted for as equity securities without readily determined fair value as they are not in substance ordinary shares. The
Group recognized investment loss of RMB45, RMB49 and RMB15 in income (loss) from equity method investments in 2019, 2020 and
2021, respectively. Loss from equity method investments reduced the cost of equity-method investment to zero and further adjusted the
carrying amount of preferred shares and convertible notes.
In September 2017, the Group purchased approximately 1% equity interest of Oravel Stays Private limited (“OYO”), an India
leading hospitality company. During the year ended December 31, 2021, the group sold part of equity interest, and recognized investment
income of RMB52 in 2021. As of December 31, 2021, the Group owned less than 1% equity interest of OYO. The Group accounted the
investment as equity securities without readily determinable fair values since the Group does not have the ability to exert significant
influence over OYO.
Other equity securities without readily determinable fair values included several insignificant investments in certain privately-held
companies. As a result of the COVID-19 pandemic, the Group recognized an impairment of RMB45 and nil for these equity securities
for the year ended December 31, 2020 and 2021, respectively.
Equity-method investments:
In January 2016, the Group acquired approximately 28% equity interest in AAPC LUB. The Group accounted for the investment in
AAPC LUB under equity-method as the Group has the ability to exert significant influence. The Group recognized investment income of
RMB47, RMB21 and RMB35 in income (loss) from equity method investments in 2019, 2020 and 2021, respectively. In 2019, 2020 and
2021, the Group received cash dividend from AAPC LUB of RMB39, nil and nil which was recognized as return on investment.
As of December 31, 2020 and 2021, the Group had RMB476 and RMB488, respectively, of investments in hotel related funds.
Those funds were VIEs and were managed by or power shared with unrelated third-parties. However, the Group determined that they
were not the primary beneficiary of those VIEs since the Group did not have the power to direct the activities of these VIEs that most
significantly impacted their economic performance. The Group accounted for the investment under equity-method as the Group’s
influence over the funds is more than minor. The Group recognized investment income of RMB11, investment loss of RMB16 and
RMB55, in income (loss) from equity method investments in 2019, 2020 and 2021, respectively. The maximum potential financial
statement loss the Group could incur if the investment funds were to default on all of their obligations is the loss of value of the interests
in such investments of RMB488 that the Group holds as of December 31, 2021.
In 2018, the Group partnered with an unrelated third party investor to form China Hospitality JV, Ltd. (“China Hospitality JV”), of
which the Group holds 20% equity interest. The business of China Hospitality JV was to acquire and operate two hotel properties, one of
which has been converted into office buildings in 2020. The Group accounted for the investment in China Hospitality JV under equity-
method as the Group has the ability to exert significant influence. The Group recognized investment loss of RMB2, RMB12, and RMB4
in income (loss) from equity method investments in 2019, 2020 and 2021, respectively.
In February 2019, Deutsche Hospitality acquired 51% of the shares in Zleep Hotels A/S (“Zleep”), a hotel brand in Scandinavia. The
Group’s interest in Zleep is accounted for using the equity method in the consolidated financial statements because the Group has joint
control only in the business and finance decisions due to voting right restrictions. The Group recognized investment loss of RMB23 and
RMB12 in income (loss) from equity method investments in 2020 and 2021.
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Table of Contents
In 2021, the Group partnered with an unrelated third party investor who acted as a general partner to form Commerz Real Institute,
of which the Group holds 34% equity interest as a limited shareholder at the consideration of EUR12 million. Commerz Real Institute
was designed as an open-ended investment fund to build a portfolio of hotels in prestigious locations. The Group accounted for the
investment in Commerz Real Institute under equity-method as the Group’s significant influence over the funds is more than minor. The
Group recognized investment loss of RMB1 in income (loss) from equity method investments in 2021.
Other investments included several insignificant equity investments in certain privately-held companies. As a result of the COVID-
19 pandemic, the Group recognized an impairment of RMB47 and RMB63 for these equity investments for the year ended December
31,2020 and 2021.
8. GOODWILL
The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2021 were as follows:
Legacy Huazhu Legacy DH
Total
Balance at January 1, 2020
Goodwill
Accumulated impairment loss
Goodwill acquired during the year (Note 3)
Impairment loss
Net foreign exchange-goodwill
Net foreign exchange-impairment loss
Balance at December 31, 2020
Goodwill
Accumulated impairment loss
Goodwill acquired during the year (Note 3)
Net foreign exchange-goodwill
Net foreign exchange-impairment loss
Balance at December 31, 2021
Goodwill
Accumulated impairment loss
F-35
2,661
(4)
2,657
3
—
—
—
2,664
(4)
2,660
372
—
—
3,036
(4)
3,032
—
—
—
2,694
(437)
74
(3)
2,768
(440)
2,328
6
(278)
44
2,496
(396)
2,100
2,661
(4)
2,657
2,697
(437)
74
(3)
5,432
(444)
4,988
378
(278)
44
5,532
(400)
5,132
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9. DEBT
The short-term and long-term debt as of December 31, 2020 and 2021 were as follows:
Short-term debt:
Long-term bank borrowings, current portion
Short-term bank borrowings
Convertible senior notes, current portion
FF&E liability, current portion
Total
Long-term debt:
Long-term bank borrowings, non-current portion
Convertible senior notes, non-current portion
FF&E liability, non-current portion
Others
Total
Bank borrowings
As of December 31,
2020
2021
251
851
—
40
1,142
4,384
6,318
135
19
10,856
2,464
692
3,029
47
6,232
211
3,158
180
16
3,565
In December 2019, the Group entered into a EUR440 million term facility and US$500 million revolving credit facility agreement
with several banks. The US$500 million revolving credit facility is available for 35 months after the date of the agreement. The interest
rate on the loan for each interest period is the aggregate of the applicable Margin and LIBOR or EURIBOR in relation to any loan in
EUR. The Margin for each loan depends on the applicable leverage range, generally means 2.0% per annum. There are some financial
covenants including interest coverage ratio, leverage and book equity related to this facility. On April 17, 2020, the Group obtained an
exemption approval for the EUR440 million and US$500 million long-term credit facility, providing that with satisfaction of amended
covenants, the original financial covenants will not be applicable until the six-month period ending June 30, 2021. The amended
covenants include book equity, borrowings, EBITDA and minimum cash related to this facility. On December 11, 2020, the Group
obtained a further waiver, which released certain covenants included in the amended covenants signed on April 17, 2020. The Group was
fully in compliance with the further amended covenants for the years ended December 31, 2020 and 2021. The Group had drawn down
EUR440 million and US$500 million as of December 31, 2019 under the facility agreement and repaid nil in 2019. The Group had
drawn down US$200 million as of December 31, 2020 under the facility agreement and repaid EUR1 million and US$700 million in
2020. The US$500 million revolving credit had been fully paid off as of December 31, 2020. In 2021, the Group did not draw down any
revolving credit loan and the available credit facility under this agreement of US$500 million was terminated in August 2021. Regarding
the EUR440 million term facility, the Group had repaid EUR101 million in 2021. As of December 31, 2021, the outstanding loan amount
was EUR338 million and has been reclassified to long-term bank borrowings, current portion. The weighted average interest rate of
borrowings drawn under this agreement was 2.89% and 2.73% for the years ended December 31, 2020 and 2021 respectively.
In March 2019, the Group entered into a five-year RMB1,190 bank loan contract expiring in March 2024. The interest rate resets
every six months, and is based on the People’s Bank of China five-year benchmark interest rate on the pricing date. The loan contains
certain financial covenants including interest coverage ratio and net tangible assets and the Group was in compliance as of December 31,
2019. In 2020, the Group obtained an exemption approval for the RMB1,190 long-term credit facility, providing that with satisfaction of
amended covenants, the original financial covenants of interest coverage ratio will not be applicable until the six-month period ending
June 30, 2021. The amended covenants include borrowings, EBITDA and cash dividend distribution limitation related to this facility.
The Group was fully in compliance with the amended covenants for the years ended December 31, 2020 and 2021. The Group had repaid
RMB179 in 2020 in accordance with the agreed repayment schedule. During the year ended December 31, 2021, the Group had repaid
all the bank borrowings. The weighted average interest rate of borrowings drawn under this agreement was 4.75% for the years ended
December 31, 2020 and 2021.
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Table of Contents
In January 2021, the Group entered into a twelve-year RMB650 syndicated loan contract expiring in December 2032. The special
loan is used for the construction project of the Group’s headquarters buildings, which was in progress in 2021. The interest rate resets
every year, and is based on the People’s Bank of China five-year benchmark LPR minus 24 basis points on the pricing date. The
mortgage ratio covenant is related to this facility and the Group was in compliance as of December 31, 2021. As of December 31, 2021,
the outstanding loan amount is RMB53. The weighted average interest rate of borrowings drawn under this agreement was 4.41%, which
was fully capitalized for the years ended December 31, 2021.
Convertible Senior Notes due 2022
On November 3, 2017, the Company issued US$475 million of Convertible Senior Notes (the “2022 Notes”). The 2022
Notes mature on November 1, 2022 and bear interest at a rate of 0.375% per annum, payable in arrears semi-annually on May 1 and
November 1, beginning May 1, 2018. In 2017, proceeds to the Company were RMB3,093 (equivalently US$467 million), net of issuance
costs of RMB54 (equivalently US$8 million).
Holders of the 2022 Notes have the option to convert their Notes at any time prior to the close of business on the second business
day immediately preceding the maturity date. The 2022 Notes can be converted into the Company’s ADSs at an initial conversion rate of
5.4869, before the ADSs split, of the Company’s ADSs per US$1,000 principal amount of the 2022 Notes (equivalent to an initial
conversion price of US$182.25 per ADS before the ADSs split effected in May 2018). The conversion rate is subject to adjustment in
some events but is not adjusted for any accrued and unpaid interest. In addition, following a make-whole fundamental change (as defined
in the Indenture) that occur prior to the maturity date or following the Company’s delivery of a notice of a tax redemption, the Company
will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or such tax
redemption. During the year ended December 31, 2020 and 2021, RMB0.06 and RMB0.04 of the 2022 Notes had been converted into
202 ADSs and 134 ADSs upon the holders’ request, respectively.
The holders were able to require the Company to repurchase all or portion of the 2022 Notes for cash on November 2, 2020, or upon
a fundamental change, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest. During the year
ended December 31, 2020 and 2021, RMB0.04 and nil of the 2022 Notes had been repurchased in cash upon the holders’ request.
The conversion option meets the definition of a derivative. However, since the conversion option is considered indexed to the
Company’s own stock and classified in stockholders’ equity, the scope exception is met, accordingly the bifurcation of conversion option
from the 2022 Notes is not required. There is no beneficial conversion feature (“BCF”) attribute to the 2022 Notes as the set conversion
prices for the 2022 Notes are greater than the respective fair values of the ordinary share price at date of issuance.
The feature of mandatory redemption upon maturity is clearly and closely related to the debt host and this feature is no need to be
bifurcated. Furthermore, the Company concluded that the feature of contingent put options upon tax events or fundamental changes does
not need to be considered as an embedded derivative to be bifurcated.
Therefore, the Company accounted for the 2022 Notes in accordance with ASC 470, as a single instrument. Issuance costs related to
the 2022 Notes was recorded in consolidated balance sheet as a direct deduction from the principal amount of the 2022 Notes, and was
amortized over the period from November 3, 2017, the date of issuance, to November 1, 2020, the first put date of the 2022 Notes, using
the effective interest method. On December 31, 2019, the Group reclassified the 2022 Notes as short-term debt as the 2022 Notes holders
have a put option which can be exercised within one year. After November 2, 2020, the Group reclassified the 2022 Notes as long-term
debt as the put option was expired. As of December 31, 2021, the Group reclassified the 2022 Notes as short-term debt as the 2022 Notes
will mature on November 1, 2022.
ADS Lending Arrangement
Concurrent with the offering of the 2022 Notes, the Company entered into ADS lending agreements with the affiliates of the initial
purchasers of the 2022 Notes (“ADS Borrowers”), pursuant to which the Company lent to the ADS Borrowers 2,606,278 ADSs (the
“Loaned ADSs”) at a price equal to par, or $0.0004 per ADS before the ADSs split (“ADS lending arrangement”). The purpose of the
ADS lending arrangements is to facilitate privately negotiated transactions in which the ultimate holders of the 2022 Notes may elect to
hedge their investment in the related notes. In May 2018, the Company changed the ADS to ordinary share ratio from one ADS
representing four ordinary shares to one ADS representing one ordinary share. Therefore, as of December 31, 2019, 2020 and 2021, the
outstanding number of Loaned ADSs was 10,425,112.
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Table of Contents
The Loaned ADSs must be returned to the Company by the earliest of (a) the maturity date of the 2022 Notes, November 1, 2022,
(b) upon the Company’s election to terminate the ADS lending agreement at any time after the later of (x) the date on which the entire
principal amount of the 2022 Notes ceases to be outstanding, and (y) the date on which the entire principal amount of any additional
convertible securities that the Company has in writing consented to permit the ADS Borrower to hedge under the ADS lending
agreement ceases to be outstanding, in each case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise;
and (c) the termination of the ADS lending agreement. The Company is not required to make any payment to the initial purchasers or
ADS Borrower upon the return of the Loaned ADSs. The ADS Borrowers do not have the choice or option to pay cash in exchange for
the return of the Loaned ADSs.
No collateral is required to be posted for the Loaned ADSs. The initial purchasers are required to remit to the Company any
dividends paid to the holders of the Loaned ADSs. An ADS Borrower has the ability to vote without restriction. However, the ADS
Borrowers have agreed not to vote on the Loaned ADSs.
In accordance with FASB ASC Sub-topic 470-20, the Company has accounted for the ADS lending agreement initially at fair value
and recognized it as an issuance cost associated with the convertible debt offering. As a result, additional debt issuance costs of RMB26
(equivalently US$4 million) were recorded on the issuance date with a corresponding increase to additional paid-in-capital. This debt
issuance costs have also been amortized from the date of issuance to the put date of Notes, using the effective interest method.
In accordance with ASC Topic 470-20, although legally issued, the Loaned ADSs are not considered outstanding, and then excluded
from basic and diluted earnings per share unless default of the ADS lending arrangement occurs, at which time the Loaned ADSs would
be included in the basic and diluted earnings per share calculation. As of December 31, 2021, it is not probable that the ADS Borrower or
the counterparty to the ADS lending arrangement will default.
Capped Call Options
In connection with the issuance of the 2022 Notes, the Group has entered into capped call option transactions with some of the initial
purchasers or their affiliates (the “Option Counterparties”) to reduce the potential dilution to existing shareholders of the Group upon
conversion of the 2022 Notes. The cap price of the capped call transactions will initially be US$221.31 per ADS before the ADSs split,
subject to adjustment under the terms of the capped call transactions. The total premium paid by the Group for the capped call
transactions was RMB177 (equivalently US$27 million) on the purchased date. The capped call option is classified in stockholders’
equity, recorded at the cost with no subsequent changes in fair value be recorded.
Convertible Senior Notes due 2026
On May 12, 2020, the Company issued US$450 million Convertible Senior Notes (the “2026 Notes”). On May 26, 2020, the
Company issued an additional US$50 million in aggregate principal amount of the 2026 Notes pursuant to the exercise in full by the
initial purchasers of an option to purchase additional notes. The 2026 Notes will mature on May 1, 2026 and bear interest at a rate of
3.00% per annum, payable in arrears semi-annually on May 1 and November 1 of each year, beginning on November 1, 2020. In 2020,
proceeds to the Company were RMB3,499 (equivalently US$493 million), net of issuance costs of RMB49 (equivalently US$7 million).
Holders of the 2026 Notes have the option to convert their Notes at any time prior to the close of business on the second business
day immediately preceding the maturity date. The 2026 Notes can be converted into the Company’s ADSs at an initial conversion rate of
23.971 of the Company’s ADSs per US$1,000 principal amount of the 2026 Notes (equivalent to an initial conversion price of US$41.72
per ADS). The conversion rate is subject to adjustment in some events but is not adjusted for any accrued and unpaid interest. In
addition, following a make-whole fundamental change (as defined in the Indenture) that occur prior to the maturity date or following the
Company’s delivery of a notice of a tax redemption, the Company will increase the conversion rate for a holder who elects to convert its
notes in connection with such a corporate event or such tax redemption.
The holders may require the Company to repurchase all or portion of the 2026 Notes for cash on May 1, 2024, or in the event of
certain fundamental changes, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest.
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Table of Contents
The conversion option meets the definition of a derivative. However, since the conversion option is considered indexed to the
Company’s own stock and classified in stockholders’ equity, the scope exception is met, accordingly the bifurcation of conversion option
from the 2026 Notes is not required. There is no beneficial conversion feature (“BCF”) attribute to the 2026 Notes as the set conversion
prices for the 2026 Notes are greater than the respective fair values of the ordinary share price at date of issuance.
The feature of mandatory redemption upon maturity is clearly and closely related to the debt host and this feature is no need to be
bifurcated. Furthermore, the Company concluded that the feature of contingent put options upon tax events or fundamental changes does
not need to be considered as an embedded derivative to be bifurcated. The Company believes that the likelihood of occurrence of events
considered a fundamental change is remote.
Therefore, the Company accounted for the 2026 Notes in accordance with ASC 470, as a single instrument. Issuance costs related to
the 2026 Notes is recorded in consolidated balance sheet as a direct deduction from the principal amount of the 2026 Notes, and is
amortized over the period from May 12, 2020, the date of issuance, to May 1, 2024, the first put date of the 2026 Notes, using the
effective interest method.
FF&E Liability
The Group entered into several contracts with lessors to install furniture, fixtures and equipment (“FF&E”) in various leased hotels
prior to the respective commencement date. Those transactions are classified as “failed” sale and leaseback transactions, as the control of
the furniture, fixtures and equipment does not transfer to the lessor. Consequently, the received consideration from the lessor is accounted
for as a liability. The current portion and non-current portion of FF&E liability are recorded in short-term debt and long-term debt,
respectively.
Debt Maturities
The contractual maturities of the Group’s debt as of December 31, 2021 were as follows:
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Payable to franchisees
Other payables
Accrued rental, utilities and other accrued expenses
Liabilities related to customer loyalty program
Value-added tax, other tax and surcharge payables
Payable to noncontrolling interest holders
Total
Principle Amounts
6,232
111
3,314
71
23
76
9,827
As of December 31,
2020
2021
1,349
535
245
111
124
76
2,440
710
535
209
135
132
117
1,838
Payable to franchisees mainly represents room charges received on behalf of franchisees and are payable within one year. From time
to time, the Group receives cash advances from noncontrolling interest holders of entities that are not wholly owned by the Group. Such
advances are non-interest bearing and are payable within one year.
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Table of Contents
11. HOTEL OPERATING COSTS
Hotel operating costs include all direct costs incurred in the operation of the leased and owned hotels, manachised and franchised
hotels and consist of the following:
Rents
Utilities
Personnel costs
Depreciation and amortization
Consumable, food and beverage
Others
Total
12. PRE-OPENING EXPENSES
Years Ended December 31,
2020
2021
2019
2,624
404
1,854
960
793
555
7,190
3,485
478
2,501
1,316
885
1,064
9,729
3,900
507
3,022
1,413
969
1,471
11,282
The Group expenses all costs incurred in connection with start-up activities, including pre-operating costs associated with new hotel
facilities and costs incurred with the formation of the subsidiaries, such as organization costs. Pre-opening expenses primarily include
rental expenses and employee costs incurred during the hotel pre-opening period.
Rents
Personnel costs
Others
Total
13. SHARE-BASED COMPENSATION
Years Ended December 31,
2020
2021
2019
460
14
28
502
251
15
22
288
68
5
8
81
In February 2007, the Group adopted the 2007 Global Share Plan which allows the Group to offer incentive awards to employees,
officers, directors and consultants or advisors (the “Participants”). Under the 2007 Global Share Plan, the Group may issue incentive
awards to the Participants to purchase not more than 100,000,000 ordinary shares. In June 2007, the Group adopted the 2008 Global
Share Plan which allows the Group to offer incentive awards to Participants to purchase up to 30,000,000 ordinary shares. In
October 2008, the Group increased the maximum number of incentive awards available under the 2008 Global Share Plan to 70,000,000.
In September 2009, the Group adopted the 2009 Share Incentive Plan which allows the Group to offer incentive awards to Participants.
Under the 2009 Share Incentive Plan, the Group may issue incentive awards to purchase up to 30,000,000 ordinary shares. In
August 2010, the Group increased the maximum number of incentive awards available under the 2009 Share Incentive Plan to
150,000,000. In March 2015, the Group increased the maximum number of incentive awards available under the 2009 Share Incentive
Plan to 430,000,000. The 2007 and 2008 Global Share Plans and 2009 Share Incentive Plan (collectively, the “Incentive Award Plans”)
contain the same terms and conditions. The incentive awards granted under the Incentive Award Plans typically have a maximum life of
ten years and vest in typical ways as listed below:
a.) Vest 50% on the second anniversary of the stated vesting commencement date with the remaining 50% vesting ratably over the
following two years;
b.) Vest over a period of ten years in equal yearly installments;
As of December 31, 2021, the Group had granted 245,776,690 options and 243,059,070 nonvested restricted stocks, which were
subject to adjustment on performance condition.
Share options
No share options were granted during the years 2019, 2020 and 2021.
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Table of Contents
As of December 31, 2021, total unrecognized compensation expense related to the option arrangements was nil.
During the years ended December 31, 2019, 2020 and 2021, 10,883,580, 466,320 and nil options were exercised with an aggregate
intrinsic value of RMB255, RMB11 and nil, respectively.
Nonvested restricted stocks
The fair value of nonvested restricted stock with service conditions or performance conditions is based on the fair market value of
the underlying ordinary shares on the date of grant.
In 2019, 2020 and 2021, the Group granted 2,217,120, nil and nil nonvested restricted stocks, respectively to senior officers and
managers, each was in ten tranches with performance conditions. Each tranche is accounted for as a separate award with the same grant
date, its own service inception date and requisite service period. The share-based compensation cost is recognized for each vesting
tranche during the respective service period based on the estimated performance conditions at the service inception date. The Group
reassesses the performance condition at each reporting period for true up. For each tranche, 50% vests on the second anniversary of the
vesting commencement date with the remaining 50% vesting ratably over the following two years.
The following table summarized the Group’s nonvested restricted stock activities in 2021.
Nonvested restricted stocks outstanding at January 1, 2021
Granted
Forfeited
Vested
Adjusted for performance conditions
Nonvested restricted stocks outstanding at December 31, 2021
Number of Restricted
Stocks
Weighted Average Grant
Date
Fair Value
US$
70,954,080
2,163,420
(4,607,340)
(12,325,470)
(2,488,200)
53,696,490
1.18
4.20
1.64
1.58
0.61
1.20
As of December 31, 2021, there was RMB355 in unrecognized compensation costs, net of estimated forfeitures, related to unvested
restricted stocks, which is expected to be recognized over a weighted-average period of 3.30 years.
The total fair value of nonvested restricted stocks vested in 2019, 2020 and 2021 was RMB443, RMB368 and RMB389,
respectively.
14. EARNINGS (LOSSES) PER SHARE
The following table sets forth the computation of basic and diluted earnings (losses) per share for the years indicated:
Net income (loss) attributable to ordinary shareholders — basic
Eliminate the dilutive effect of interest expense of convertible senior notes
Net income attributable to ordinary shareholders — diluted
Weighted average ordinary shares outstanding — basic
Incremental weighted-average ordinary shares from assumed exercise of
share options and nonvested restricted stocks using the treasury stock
method
Dilutive effect of convertible senior notes
Weighted average ordinary shares outstanding — diluted
Basic earnings (losses) per share
Diluted earnings (losses) per share
2019
Years Ended December 31,
2020
1,769
40
1,809
2,843,051,378
(2,192)
—
(2,192)
2,927,398,409
2021
(465)
—
(465)
3,114,124,244
93,975,271
106,072,250
3,043,098,899
0.62
0.59
—
—
2,927,398,409
(0.75)
(0.75)
—
—
3,114,124,244
(0.15)
(0.15)
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Table of Contents
For the years ended December 31, 2019, 2020 and 2021, the Group had securities which could potentially dilute basic earnings per
share in the future, but which were excluded from the computation of diluted earnings per share as their effects would have been anti-
dilutive. Such outstanding securities consist of the following at non-weighted basis:
Outstanding employee options and nonvested restricted stocks
Shares of convertible senior notes
Total
15. Cash Dividend
As of December 31,
2019
2020
—
—
—
70,954,080
226,827,410
297,781,490
2021
53,696,490
226,827,410
280,523,900
In November 2019, the Group approved a cash dividend in the total amount of approximately US$100 million on its outstanding
shares as of the close of trading on January 10, 2020. Such dividend of RMB678 was recorded as dividends payable as of December 31,
2019, and fully paid in February 2020.
The Group did not declare cash dividend to its shareholders in 2020 and 2021.
On March 03, 2022, the Group approved and declared a cash dividend of US$0.021 per ordinary share on its outstanding shares as
of the close of trading on March 24, 2022. Such dividend of US$68 million was fully paid in April 2022.
16. LEASES
The Group’s leases mainly related to building and the rights to use the land. The total expense related to short-term leases were
insignificant for period of 2019, 2020 and 2021, and sublease income of the Group which is recognized in revenues in the consolidated
statements of comprehensive income were RMB121, RMB112 and RMB134 for the years ended December 31, 2019, 2020 and 2021,
respectively. The Group recognizes a negative lease expense of RMB250 and RMB88 for 2020 and 2021 under the relief as the Group
elects using the variable lease expense approach.
A summary of supplemental information related to operating leases in 2020 and 2021 is as follows:
Lease cost:
Operating fixed lease cost
Finance lease cost
— Amortization of ROU assets
— Interest on lease liabilities
Short term lease cost
Operating variable lease cost
Total lease cost
Other information:
Weighted average remaining lease term
Operating leases
Finance leases
Weighted average discount rate
Operating leases
Finance leases
Years Ended December 31,
2020
2021
3,964
74
90
0
(171)
3,957
4,074
79
96
0
(25)
4,224
14 years
29 years
13 years
28 years
6.23 %
3.96 %
6.31 %
3.97 %
Lease expense for all the Group’s leases (including fixed lease cost, variable lease cost and short-term lease cost) for the year ended
December 31, 2019 were RMB3,104.
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As of December 31, 2021, the maturities of lease liabilities in accordance with ASC 842 in each of the next five years and thereafter
are as follows:
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total minimum lease payments
Less: amount representing interest
Present value of minimum lease payments
Total Operating Leases
4,055
4,066
4,037
3,871
3,655
26,035
45,719
14,079
31,640
Total Finance Leases
140
155
157
157
158
3,824
4,591
1,866
2,725
As of December 31, 2021, the Group has entered 32 lease contracts that the Group expects to account for as operating or finance
leases, the future undiscounted lease payments for these non-cancellable lease contracts are RMB8,732, which is not reflected in the
consolidated balance sheets.
As of December 31, 2020, the maturities of lease liabilities in accordance with ASC 842 in each of the next five years and thereafter
were as follows:
Year Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total minimum lease payments
Less: amount representing interest
Present value of minimum lease payments
Total Operating Leases
3,858
3,826
3,733
3,660
3,466
25,730
44,273
13,819
30,454
Total Finance Leases
129
144
146
147
147
3,575
4,288
1,760
2,528
As of December 31, 2020, the Group has entered 31 lease contracts that the Group expects to account for as operating or finance
leases, the future undiscounted lease payments for these non-cancellable lease contracts are RMB8,511, which is not reflected in the
consolidated balance sheets.
17. INCOME TAXES
The Group is subject to different income tax rates in various countries and jurisdictions under laws and relevant interpretations
depending on the place of formation. Under the current laws of Germany, companies are subject to income tax at a standard rate of 15%
(15.825% including solidarity surcharge), plus municipal trade tax of 7%-17%. The income tax rates in other countries and jurisdictions
are of little effect on the financial statements. In other major jurisdictions, including Austria, Netherlands and Belgium, the Group is
subject to a range from 9% to 25% of the statutory income tax rate, respectively.
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Table of Contents
Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), which was effective from January 1, 2008,
domestically-owned enterprises and foreign-invested enterprises are subject to a uniform tax rate of 25%, and the industries and projects
that are encouraged and supported by the State may enjoy tax preferential treatment. Jizhu Information and Technology (Shanghai)
Co., Ltd. (“Jizhu Shanghai”), which once called Mengguang Information and Technology (Shanghai) Co., Ltd, is a recognized software
development entity located in Shanghai of PRC. In November 2018, Jizhu Shanghai was qualified as high and new tech enterprise,
resulting Jizhu Shanghai subject to a reduced tax rate of 15% in 2018, 2019 and 2020. In December 2021, Jizhu Shanghai was qualified
as high and new tech enterprise, resulting Jizhu Shanghai subject to a reduced tax rate of 15% in 2021, 2022 and 2023. H-World
Information and Technology Co., Ltd. is qualified as high and new tech enterprise, resulting H-World Information and Technology Co.,
Ltd. subject to a reduced tax rate of 15% in 2019, 2020 and 2021. Pursuant to the relevant regulations applicable to small and micro
businesses, from January 1, 2019 to December 31, 2021, several PRC subsidiaries enjoy a preferential tax rate of 20% with a discount to
taxable income. For taxable income less than RMB1, 75% of the taxable income would be exempted in tax computation, and for taxable
income over RMB1 but less than RMB3, the discount would be 50%. Entities qualified as small and micro businesses shall be engaged
in industries not restricted or prohibited by the state, which simultaneously meet the following three conditions: annual taxable income
does not exceed RMB3, the number of employees does not exceed 300, and the total assets does not exceed RMB50.
Income (loss) before income taxes consists of:
PRC including Hong Kong and Taiwan
Germany
Other
Total
Income tax expense (benefit) is comprised of the following:
Current Tax
Deferred Tax
Total
Years Ended December 31,
2020
2021
2019
2,334
—
231
2,565
(392)
(1,606)
(281)
(2,279)
617
(632)
(393)
(408)
Years Ended December 31,
2020
2021
2019
678
(38)
640
338
(553)
(215)
555
(543)
12
A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:
PRC statutory tax rate
Tax effect of non-deductible expenses and non-taxable income in determining taxable
profit
Effect of different tax rate of group entities operating in other jurisdictions
Effect of change in valuation allowance
Effect of tax holiday
Effect of cash dividends
Effect of excess tax benefit of share-based rewards
Effective tax rate
The aggregate amount and per share effect of the tax holidays are as follows:
Aggregate amount
Per share effect—basic
Per share effect—diluted
Years Ended December 31,
2020
2021
2019
25 %
(3)%
1 %
2 %
(2)%
4 %
(2)%
25 %
25 %
(6)%
(2)%
(10)%
1 %
0 %
1 %
9 %
25 %
(6)%
(6)%
(24)%
9 %
(8)%
7 %
(3)%
Years Ended December 31,
2020
2021
2019
45
0.02
0.01
31
0.01
0.01
37
0.01
0.01
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Table of Contents
The principal components of the Group’s deferred income tax assets and liabilities as of December 31, 2020 and 2021 are as follows:
Deferred tax assets:
Net loss carryforward
Deferred revenue
Long-term assets
Bad debt provision
Accrued payroll
Other accrued expenses
Share-based compensation
Others
Valuation allowance
Total deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Fair value adjustment for Building, land use rights and identified intangible assets due to acquisition
Others
Total deferred tax liabilities
Net deferred tax (liabilities) assets
Analysis as:
Deferred tax assets
Deferred tax liabilities
Net deferred tax (liabilities) assets
As of December 31,
2020
2021
888
283
388
18
69
3
31
12
(369)
1,323
1,782
99
1,881
(558)
623
1,181
(558)
1,271
326
238
40
45
3
29
150
(466)
1,636
1,596
31
1,627
9
862
853
9
Deferred tax assets and liabilities have been offset where the Group has a legally enforceable right to do so, and intends to settle on a
net basis.
The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more
likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts
of future profitability, the duration of statutory carryforward periods, the Group’s experience with tax attributes expiring unused and tax
planning alternatives. Valuation allowances have been established for deferred tax assets based on a more likely than not threshold. The
Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carryforward periods
provided for in the tax law. Movement of the valuation allowance is as follows:
Balance at the beginning of the year
Provided
Reversed
Written off
Balance at the end of the year
Years Ended December 31,
2020
2021
2019
(107)
(79)
24
10
(152)
(152)
(249)
32
—
(369)
(369)
(151)
37
17
(466)
As of December 31, 2021, the Group’s PRC subsidiaries had tax loss carryforwards of RMB2,115, which will expire between 2022
and 2026 if not used, and RMB1,532, which will expire between 2022 and 2028 if not used. The Germany Companies had tax loss carry
forwards of RMB1,192, which can be offset in the future without anytime restriction.
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Table of Contents
The Group determines whether or not a tax position is “more-likely-than-not” of being sustained upon audit based solely on the
technical merits of the position. At December 31, 2020 and 2021, the Group had recorded liabilities for uncertain tax benefit of
approximately RMB50 and RMB60 mainly associated with the interests on intercompany loans and other permanent differences related
to Corporate Income and Trade Taxes, respectively. No interest or penalty expense was recorded for the years ended December 31, 2019,
2020 and 2021. In 2022, the Group will decrease its income tax liability by RMB 0.1 for unrecognized tax benefits previously recorded
in 2012 as the statute of limitations for the tax liabilities of certain tax positions will expire under the PRC Tax Administration and
Collection Law.
Balance at January 1
Addition for tax positions
Balance at December 31
Years Ended December 31,
2020
2021
2019
14
4
18
18
32
50
50
10
60
In accordance with the EIT Law, dividends, which arise from profits of foreign invested enterprises (“FIEs”) earned after January 1,
2008, are subject to a 10% withholding income tax. If there is a favorable tax treaty between mainland China and the jurisdiction of the
foreign holding company, the income tax rate may be reduced. For example, holding companies in Hong Kong that are also tax residents
in Hong Kong are eligible for a 5% withholding tax on dividends under the Tax Memorandum between China and the Hong Kong
Special Administrative Region if the holding company is the beneficial owner of the dividends and holds more than 25% of the PRC
company. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences
attributable to the excess of financial reporting basis over tax basis in a domestic subsidiary. In 2018, the Group revised its dividend
policy that it may make a moderate dividend distribution every year with the range of 0.5% to 2.0% of its market capitalization from
current year net income starting from 2018. The Group’s board of directors has complete discretion in deciding whether to distribute
dividends and the dividend amounts within the approved range. The Group was restricted from distributing cash dividends until June 30,
2021 pursuant to the waiver from certain financial covenants that the Group obtained on April 17, 2020 for the syndicated bank loans and
therefore did not accrue PRC dividend withholding tax in 2020. In March 2022, the Group announced that its board of directors declared
a cash dividend of approximately US$68 million. To facilitate this dividend distribution and meet the oversea treasury demand, certain
amount of dividends from the Group’s PRC subsidiaries to its oversea subsidiaries was planned. PRC dividend withholding tax of
RMB32 was accrued as of December 31, 2021. Other than these dividends distributions, the Group intends to indefinitely reinvest the
remaining undistributed earnings of RMB3,763 of the Group’s PRC subsidiaries, and therefore, no additional provision for PRC dividend
withholding tax was accrued.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income
taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special
circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB0.1 is specifically listed as a
special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of
limitations in the case of tax evasion. The Group’s PRC subsidiaries are therefore subject to examination by the PRC tax authorities from
2017 through 2021 on non-transfer pricing matters, and from 2012 through 2021 on transfer pricing matters. Generally, the statute of
limitations for the assessment and collection of taxes is four years. The four-year period usually starts at the end of the year in which the
tax return is filed. If no tax return is filed, the statute of limitations starts with the end of the third year following the year in which the tax
arose. Extended limitations of 5 and 10 years will apply in the event of tax evasion or tax fraud. The statute of limitations may be
suspended for a variety of reasons, for example, appeal of assessment by taxpayers, announcement or start of a tax audit, obvious mistake
in tax assessment, etc.
According to the German General Fiscal Code, the statute of limitations for the assessment and collection of taxes is four years. The
four-year period usually starts at the end of the year in which the tax return is filed. If no tax return is filed, the statute of limitations starts
with the end of the third year following the year in which the tax arose. Extended limitations of 5 and 10 years will apply in the event of
tax evasion or tax fraud. The statute of limitations may be suspended for a variety of reasons, for example, appeal of assessment by
taxpayers, announcement or start of a tax audit, obvious mistake in tax assessment, etc.
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Table of Contents
18. EMPLOYEE BENEFIT PLANS
a. Defined Benefit Plans
Retirement benefit obligation result all from the German pension plan after the completion of the acquisition of DH as this pension
plan is the most significant defined benefit plan in the Group.
The Group is required to recognize the funded status of the pension plan, which is the difference between the fair value of plan
assets and projected benefit obligations, in the consolidated balance sheets and make corresponding adjustments for changes in the value
through accumulated other comprehensive income(loss), net of taxes.
The following table presents the projected benefit obligation, fair value of plan assets, funded status and accumulated benefit
obligation for the plans during the years ended December 31, 2020 and 2021:
Change in Projected Benefit Obligation:
Begin of the year
Current service cost
Interest cost
Contributions by plan participants
Actuarial loss (gain)
Foreign currency translation
Benefits paid
Settlements
Administrative Expenses, Taxes and Premiums Paid
Curtailments
Acquisitions
Effect of other economic events
End of the year
Change in Plan Assets:
Begin of the year
Actual return (loss) on plan assets
Foreign currency translation
Employer contributions
Employee contributions
Benefits paid
Acquisitions
Other economic events
End of the year
Excess of defined benefit obligation over the fair value of plan assets
Accumulated benefit obligation
Amounts recognized in the consolidated balance sheets consisted of the following:
Salary and welfare payables
Retirement benefit obligation
Liability in the balance sheet
F-47
Year Ended December 31,
2021
2020
147
5
1
1
38
3
(7)
(1)
0
(1)
—
7
193
Year Ended December 31,
2021
2020
32
(2)
1
9
1
(8)
—
(27)
6
187
193
As of December 31,
2020
2021
8
179
187
193
5
0
1
(14)
(19)
(9)
—
0
—
0
—
157
6
0
(0)
1
0
(2)
0
—
5
152
157
8
144
152
Table of Contents
The net amount recognized in accumulated other comprehensive gain or loss was RMB27 loss and RMB13 gain for the year ended
December 31, 2020 and 2021, respectively.
The net periodic pension cost (credit) and the estimated unrecognized prior service cost and net loss that will be amortized into net
periodic pension cost (credit) during the years ended December 31,2020 and 2021 is immaterial.
The principal actuarial assumptions used were as follows:
Discount rate- Germany
Discount rate- other
Inflation rate
Future salary increases
Future pension increases
As of December 31,
2020
2021
0.33 %
0.12 %
1.00 %
1.50 %
1.80 %
0.89 %
0.39 %
1.00 %
2.17 %
1.69 %
The investment objectives for the various plans are preservation of capital, current income and long-term growth of capital. All plan
assets are managed by outside investment managers. Asset allocations are reviewed periodically by the investment managers.
Expected long-term returns on plan assets are determined using historical performance for debt and equity securities held by the
Group’s plans, actual performance of plan assets and current and expected market conditions. Expected returns are formulated based on
the target asset allocation. The target asset allocation for the plan, as a percentage of total plan assets, as of December 31, 2021 was 26
percent in funds that invest in equity securities and 29 percent in funds that invest in debt securities.
The following tables present the fair value hierarchy of total plan assets measured at fair value by asset category as of December 31,
2020 and 2021:
Level 1
Equity funds
Bond funds
Property
Other
Total
As of December 31,
2020
2021
1
2
2
1
6
1
2
1
1
5
The Group expect to contribute approximately RMB1 to the plan in 2022.
As of December 31, 2021, the benefits expected to be paid in the year ended December 31, 2022 are RMB9.
b. Defined Contribution Plans
Full time employees of the Group in the PRC participate in a government-mandated 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.
The total contribution for such employee benefits were RMB413, RMB283 and RMB544 for the years ended December 31, 2019, 2020
and 2021, respectively. The Group has no ongoing obligation to its employees subsequent to its contribution to the PRC plan. In an
attempt to mitigate the adverse financial effects of the COVID-19 pandemic on employers, the Chinese Government had announced
temporary reductions in, and exemptions from, the payment of contributions in 2020. The supportive policies have been gradually
reduced in 2021.
Furthermore, the Group pays contribution to governmental and private pension insurance organizations based on legal regulations in
some countries out of China. The contributions are recognized as expense and amount RMB129 and RMB55 for the years ended
December 31, 2020 and 2021.
F-48
Table of Contents
19. RESTRICTED NET ASSETS
Pursuant to laws applicable to entities incorporated in the PRC, the subsidiaries of the Group in the PRC must make appropriations
from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve,
(ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general 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) until the accumulative amount of such reserve fund reaches 50% of their registered capital; the other fund appropriations
are at the subsidiaries’ discretion. These reserve funds can only be used for specific purposes of offsetting future losses, enterprise
expansion and staff bonus and welfare and are not distributable as cash dividends and amounted to RMB604, RMB771 and RMB826 as
of December 31, 2019, 2020 and 2021, respectively. In addition, due to restrictions on the distribution of share capital from the Group’s
PRC subsidiaries, the PRC subsidiaries share capital of RMB2,852 at December 31, 2021 is considered restricted. As a result of these
PRC laws and regulations, as of December 31, 2021, approximately RMB3,678 is not available for distribution to the Group by its PRC
subsidiaries in the form of dividends, loans or advances.
Pursuant to laws applicable to entities incorporated in the Europe, certain subsidiaries of the Group must make appropriations from
after-tax profit to non-distributable reserve funds. These reserve funds include general reserve which is not distributable as cash
dividends or other cash disbursements and amounted to RMB11 as of December 31, 2021. In addition, due to restrictions on the
distribution of share capital from the Deutsche Hospitality and its subsidiaries, the share capital of RMB4 at December 31, 2021 is
considered restricted.
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. Parties are also considered to be related if they are subject to
common control or common significant influence. Related parties may be individuals or corporate entities.
F-49
Table of Contents
The following entities are considered to be related parties to the Group. The related parties mainly act as service providers and
service recipients to the Group. The Group is not obligated to provide any type of financial support to these related parties.
Related Party
Trip.com Group Limited (“Trip.com”) Online travel services provider Mr. Qi Ji is a director
Sheen Star Group Limited (“Sheen
Nature of the Party
Relationship with the Group
Star”)
Accor Hotels (“Accor”)
China Cjia Group Limited (“Cjia
Investment holding company
Hotel Group
Equity method investee of the Group, controlled by Mr. Qi Ji
Shareholder of the Group
Group”)
Apartment Management Group Equity method investee of the Group
Shanghai CREATER Industrial Co.,
Ltd. (“CREATER”)
Staged office space company
Equity method investee of the Group
Shanghai Zhuchuang Enterprise
Management Co., Ltd.
(“Zhuchuang”)
China Hospitality JV, Ltd. (“China
Staged office space company
Equity method investee of the Group
Hospitality JV”)
Property management company Equity method investee of the Group
Smart Lodging Group (Cayman)
Limited(“Smart Lodging”)
Shanghai Lianquan Hotel
Hotel chain
Equity method investee of the Group
Management Co., Ltd. (“Lianquan”) Hotel management company
Equity method investee of the Group
Suzhou Huali Jinshi Construction
Decoration Co., Ltd.
(“Huali Jinshi”)
Building decoration company
Equity method investee of the Group
Shenzhen Hitone Investment Fund
Partnership (LLP) ( “Hitone”)
Fund
Equity method investee of the Group
CREATER ceased to be related parties of the Group from August 2019.
Accor ceased to be related parties of the Group from December 2021.
(a) Related party balances
Amounts due from related parties were mainly comprised of shareholder loans to Sheen Star, Cjia Group, Zhuchuang and Lianquan,
which are short-term in nature and mainly payable on demand, service fee and room charges withheld by Trip.com. As the Group
adopted ASU 2016-13 on January 1, 2020 utilizing the modified retrospective approach, the Group recorded credit losses of RMB18 and
RMB17 for the years ended December 31, 2020 and 2021.
Sheen Star
Zhuchuang
Trip.com
Cjia Group
Accor
Lianquan
Others
Allowance for expected credit losses
Total
F-50
As of December 31,
2020
2021
52
27
22
22
1
58
14
(18)
178
33
27
17
29
—
49
12
(17)
150
Table of Contents
Amounts due to related parties were mainly comprised of payables for brand use fee, reservation fee and other service fee to
Trip.com and Accor, acquisition consideration, consultation fee to and cash received on behalf of Cjia Group and payables for
construction service fee to Huali Jinshi, which are short-term in nature and payable on demand.
Trip.com
Accor
Cjia Group
Huali Jinshi
Others
Total
(b) Related party transactions
As of December 31,
2020
2021
48
8
42
29
5
132
44
—
101
47
5
197
During the years ended December 31, 2019, 2020 and 2021, significant related party transactions were as follows:
Commission expenses to Trip.com
Lease expenses to Trip.com
Lease expenses to Cjia Group
Service fee to Huali Jinshi
Service fee to Cjia Group
Brand use fee, reservation fee and other related service fee to Accor
Goods sold and service provided to Cjia Group
Early termination compensation of sublease to Cjia Group
Loan payment to Smart Lodging
Loan payment to Lianquan
Loan payment to Hitone
Service fee from Trip.com
Service fee from Accor
Service fee from China Hospitality JV
Service fee from Sheen Star
Sublease income from Lianquan
Sublease income from Cjia Group
Early termination compensation of franchise agreement from China Hospitality JV
Purchase of property and equipment from Cjia Group
Interest income from Sheen Star
Interest income from CREATER
Business acquisition of CitiGO from Cjia Group
Business acquisition of one individual company from Cjia Group
21. COMMITMENTS AND CONTINGENCIES
(a) Commitments
Years Ended December 31,
2020
2021
2019
72
18
—
99
6
28
21
—
30
32
—
41
9
6
4
7
14
—
—
8
6
—
—
78
18
—
41
17
17
18
8
—
—
—
66
3
1
4
12
9
26
11
1
—
—
—
99
19
12
42
—
22
11
—
—
—
5
62
3
2
5
10
6
—
—
0
—
783
51
As of December 31, 2021, the Group’s commitments related to leasehold improvements and installation of equipment for hotel
operations was RMB413, which is expected to be incurred within one year.
(b) Contingencies
The Group is subject to periodic legal or administrative proceedings in the ordinary course of the Group’s business, including lease
contract terminations and disputes, and management agreement disputes. The Group does not believe that any currently pending legal or
administrative proceeding to which the Group is a party will have a material adverse effect on the financial statements. As of December
31, 2021, the accrued contingent liability was RMB54.
F-51
Table of Contents
ADDITIONAL FINANCIAL INFORMATION — FINANCIAL STATEMENTS SCHEDULE I
HUAZHU GROUP LIMITED
FINANCIAL INFORMATION FOR PARENT COMPANY
BALANCE SHEETS
(Renminbi in millions, except share and per share data, unless otherwise stated)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Other current assets
Total current assets
Investment in subsidiaries
Total assets
Liabilities and equity
Current liabilities:
Short-term debt
Amount due to subsidiaries
Accrued expenses and other current liabilities
Total current liabilities
Long-term debt
Total liabilities
Equity:
Ordinary shares (US$0.00001 par value per share; 80,000,000,000 shares authorized;
3,243,644,440 and 3,255,971,250 shares issued as of December 31, 2020 and 2021,
and 3,108,425,680 and 3,120,746,090 shares outstanding as of December 31, 2020
and 2021, respectively)
Treasury shares (30,967,640 and 30,974,040 shares as of December 31, 2020 and 2021,
respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total equity
Total liabilities and equity
F-52
2020
As of December 31,
2021
2021
US$’million
(Note 2)
1,892
51
16
1,959
16,103
18,062
—
273
141
414
6,318
6,732
581
81
1
663
16,928
17,591
3,028
257
213
3,498
3,158
6,656
0
0
(107)
9,808
1,502
127
11,330
18,062
(107)
9,964
1,037
41
10,935
17,591
91
13
0
104
2,656
2,760
475
40
34
549
496
1,045
0
(17)
1,563
163
6
1,715
2,760
Table of Contents
ADDITIONAL FINANCIAL INFORMATION — FINANCIAL STATEMENTS SCHEDULE I
HUAZHU GROUP LIMITED
FINANCIAL INFORMATION FOR PARENT COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(Renminbi in millions, unless otherwise stated)
Operating costs and expenses:
General and administrative expenses
Total operating costs and expenses
Loss from operations
Interest income
Interest expense
Foreign exchange gain (loss)
Other income, net
Unrealized loss from fair value changes of equity securities
Income (loss) in investment in subsidiaries
Net income (loss) attributable to Huazhu Group Limited
Other comprehensive (loss) income, net of tax
Comprehensive income (loss)
F-53
Years Ended December 31,
2019
2020
2021
2021
US$’million
(Note 2)
115
115
(115)
10
201
5
30
(27)
2,067
1,769
(7)
1,762
155
155
(155)
2
154
(8)
32
(10)
(1,899)
(2,192)
176
(2,016)
110
110
(110)
8
128
(3)
15
(2)
(245)
(465)
(86)
(551)
17
17
(17)
1
20
(0)
2
(0)
(39)
(73)
(14)
(87)
Table of Contents
ADDITIONAL FINANCIAL INFORMATION — FINANCIAL STATEMENTS SCHEDULE I
HUAZHU GROUP LIMITED
FINANCIAL INFORMATION FOR PARENT COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Renminbi in millions, unless otherwise stated)
Net cash (used in) provided by operating activities
Investing activities:
Investment in subsidiaries
Receipt of investment in subsidiaries
Purchase of short-term investments
Net cash used in investing activities
Financing activities:
Proceeds from issuance of ordinary shares in Hong Kong public offering
Payment of ordinary share issuance costs
Net settlement on shares repurchased for withholding taxes related to share-based awards
Payment of share repurchase
Net proceeds from issuance of ordinary shares upon exercise of option
Proceeds of advances from subsidiaries
Proceeds from short-term bank borrowings
Repayment of short-term bank borrowings
Proceeds from long-term bank borrowings
Repayment of long-term bank borrowings
Proceeds from issuance of convertible senior notes
Repayment of convertible senior notes
Debt financing costs paid
Dividends paid
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash, cash equivalents at the beginning of the year
Cash, cash equivalents at the end of the year
Years Ended December 31,
2019
2020
2021
(212)
49
2021
US$’million
(Note 2)
2
9
(1,039)
9
—
(1,030)
(6,267)
—
—
(6,267)
(1,050)
—
(34)
(1,084)
— 6,018
(10)
—
—
—
—
—
14
109
1,265
—
5,206
(5,169)
—
—
—
(658)
767
141
(334)
695
361
1
—
—
(282)A
—
—
3,499
(0)
(9)
(678)
8,539
(790)
1,531
361
1,892
—
(15)
50
(0)
1
0
—
—
—
—
—
(0)
—
—
36
(272)
(1,311)
1,892
581
(165)
—
(5)
(170)
—
(2)
7
(0)
0
0
—
—
—
—
—
(0)
—
—
5
(43)
(206)
297
91
A—In 2020, Except for repayment of short-term bank borrowings by cash, short-term bank borrowings of RMB 4,628 was settled
by investment in subsidiaries.
The accompanying notes are an integral part of these consolidated financial statements
F-54
Table of Contents
ADDITIONAL FINANCIAL INFORMATION — FINANCIAL STATEMENTS SCHEDULE I
HUAZHU GROUP LIMITED
FINANCIAL INFORMATION FOR PARENT COMPANY
Note to Schedule I
Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04-(c) of Regulation S-X, which require
condensed financial information as to the financial position, change in financial position and results of operations of a parent company as
of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted
net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed
fiscal year.
The condensed financial information has been prepared using the same accounting policies as set out in the accompanying
consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries. Such
investments in subsidiaries are presented on the balance sheets as investment in subsidiaries and the profit of the subsidiaries is presented
as income in investment in subsidiaries.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted. The footnote disclosures contain
supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the
notes to the accompanying consolidated financial statements.
As of December 31, 2021, there are no material contingencies, mandatory dividend, and significant provision of long-term
obligation or guarantee of the Company, except for those which have separately disclosed in the consolidated financial statements.
F-55
Table of Contents
ADDITION INFORMATION — FINANCIAL STATEMENTS SCHEDULE II
HUAZHU GROUP LIMITED
This financial information has been prepared in conformity with accounting principles generally accepted in the United States.
VALUATION AND QUALIFYING ACCOUNTS
Balance at
Beginning of
Year
Charge to Costs and
Expenses
Charge to Other
Accounts
Addition Due to
Acquisition
(Renminbi in millions)
Charge Taken
Against Allowance Write off
Balance at
End of Year
Allowance for
accounts
receivable, loan
receivables and
other financial
assets:
2019
2020
2021
Valuation
allowance for
deferred tax
assets
2019
2020
2021
17
22
87
107
152
369
21
65
105
79
249
151
—
—
—
—
—
—
—
—
—
(16)
(7)
(64)
(24)
(32)
(37)
(10)
—
(17)
22
87
128
152
369
466
—
7
—
—
—
—
******
F-56
Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange
Act of 1934
American Depositary Shares (“ADSs”), each representing ten ordinary shares of Huazhu Group Limited (our company) are listed on the
Nasdaq Global Select Market and the shares are registered under Section 12(b) of the Exchange Act. Shares underlying the ADSs are
held by Citibank, N.A., as depositary, and holders of ADSs will not be treated as holders of the ordinary shares. Ordinary shares of our
company are listed on the Hong Kong Stock Exchange. This exhibit contains a description of the rights of (i) the holders of ordinary
shares and (ii) ADS holders.
Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 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)
Exhibit 2.4
General
All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued
in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares. Each of our
ordinary shares has a par value US$0.00001.
Preemptive Rights
The shareholders of our company do not have preemptive right.
Transfer of Shares
Subject to any applicable restrictions set forth in our amended and restated articles of association, including, for example, the
board of directors' discretion to refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not
approve, or any share issued under the share incentive plans for employees upon which a restriction on transfer imposed thereby still
subsists, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or
in a form prescribed by the NASDAQ Global Select Market or the Hong Kong Stock Exchange or in another form that our directors may
approve.
Our directors may decline to register any transfer of any share which is not paid up or on which we have a lien. Our 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 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 share;
● the instrument of transfer is properly stamped (in circumstances where stamping is 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
● fee of such maximum sum as the NASDAQ Global Select Market or the Hong Kong Stock Exchange may determine to
be payable or such lesser sum as our 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 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.
The registration of transfers may, on notice being given by advertisement in such one or more newspapers or by any other
means in accordance with the requirements of the NASDAQ Global Select Market or the Hong Kong Stock Exchange, be suspended and
the register closed at such times and for such periods as our directors may from time to time determine; provided, however, that the
registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our directors may determine.
Limitations or Qualifications
The rights of our shareholders are not materially limited or qualified.
Dividend Rights
Subject to the Companies Act, the Company in general meeting or our directors may declare dividends in any currency to be
paid to our shareholders. Dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside
from profits which our directors determine is no longer needed. Our board of directors may also declare and pay dividends out of the
share premium account or any other fund or account that can be authorized for this purpose in accordance with the Companies Act.
Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provides (i) all dividends shall be
declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a
share in advance of calls shall be treated for this purpose as paid up on that share and (ii) all dividends shall be apportioned and paid pro
rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.
Our directors may also pay any dividend that is payable on any shares semi-annually or on any other dates, whenever our
financial position, in the opinion of our directors, justifies such payment.
Our directors may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable
by such shareholder to us on account of calls or otherwise.
No dividend or other money payable by us on or in respect of any share shall bear interest against us.
In respect of any dividend proposed to be paid or declared on our share capital, our directors may resolve and direct that (i) such
dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that our shareholders
entitled thereto will be entitled to elect to receive such dividend (or part thereof if our directors so determine) in cash in lieu of such
allotment or (ii) the shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid
up in lieu of the whole or such part of the dividend as our directors may think fit. On the recommendation of our directors, we may also
by ordinary resolution resolve in respect of any particular dividend that, notwithstanding the foregoing, a dividend may be satisfied
wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such
dividend in cash in lieu of such allotment.
Any dividend interest or other sum payable in cash to the holder of shares may be paid by check or warrant sent by mail
addressed to the holder at his registered address, or addressed to such person and at such addresses as the holder may direct. Every check
or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint
holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk
and payment of the check or warrant by the bank on which it is drawn shall constitute a good discharge to us.
All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by our board of
directors for the benefit of our company until claimed. Any dividend unclaimed after a period of six years from the date of declaration of
such dividend shall be forfeited and reverted to us.
Whenever our directors or the Company in general meeting have resolved that a dividend be paid or declared, our directors may
further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid
up shares, debentures or warrants to subscribe for our securities or securities of any other company. Where any difficulty arises with
regard to such distribution, our directors may settle it as they think expedient. In particular, our directors may issue fractional certificates,
ignore fractions altogether or round the same up or down, fix the value for distribution purposes of any such specific assets, determine
that cash payments shall be made to any of our shareholders upon the footing of the value so fixed in order to adjust the rights of the
parties, vest any such specific assets in trustees as may seem expedient to our directors, and appoint any person to sign any requisite
instruments of transfer and other documents on behalf of the persons entitled to the dividend, which appointment shall be effective and
binding on our shareholders.
Voting Rights
Subject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting every
shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized
representative) shall have one vote on a show of hands, and on a poll every shareholder present in person or by proxy (or, in the case of a
shareholder being a corporation, by its duly appointed representative) shall have one vote for each fully paid share of which such
shareholder is the holder.
No shareholder shall be entitled to attend and vote or be reckoned in a quorum at any general meeting unless such shareholder is
duly registered as our shareholder at the applicable record date for that meeting and all calls or other sums due by such shareholder to us
have been paid.
If a clearing house (or its nominee(s)), being a corporation, is our shareholder, it may authorize such person or persons as it
thinks fit to act as its representative(s) at any meeting or at any meeting of any class of shareholders provided that the authorization shall
specify the number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to this
provision is entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) as if such person was the
registered holder of our shares held by that clearing house (or its nominee(s)) including the right to vote individually on a show of hands.
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 the Company, it is not a concept that is accepted as a common practice in the Cayman
Islands, and the Company has made no provisions in its amended and restated articles of association to allow cumulative voting for such
elections.
Liquidation
Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time
being attached to any class or classes of shares: (i) if we are wound up and the assets available for distribution among our shareholders
are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed
pari passu among those shareholders in proportion to the amount paid up on the shares held by them, respectively and (ii) if we are
wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid-up
capital, those assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the
capital paid up at the commencement of the winding up on the shares held by them, respectively.
If we are wound up, the liquidator may with the sanction of our special resolution and any other sanction required by the
Companies Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether or not they shall consist of
property of the same kind) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and
may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The liquidator
may also vest the whole or any part of these assets in trustees upon such trusts for the benefit of the shareholders as the liquidator shall
think fit, but so that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.
Share Repurchase
We are empowered by the Companies Act and our amended and restated articles of association to purchase our own shares,
subject to certain restrictions. Our directors may only exercise this power on our behalf, subject to the Companies Act, our amended and
restated memorandum and articles of association and to any applicable requirements imposed from time to time by the NASDAQ Global
Select Market, the SEC, or by any other recognized stock exchange on which our securities are listed.
Sinking Fund Provision
There are no sinking fund provisions applicable to our ordinary shares.
Modification of Rights of Shares
Except with respect to share capital (as described below) and the location of the registered office, alterations to our amended
and restated memorandum and articles of association may only be made by special resolution, meaning a majority of not less than two-
thirds of votes cast at a shareholders meeting.
Subject to the Companies Act, all or any of the special rights attached to shares of any class (unless otherwise provided for by
the terms of issue of the shares of that class) may be varied, modified or abrogated, with the sanction of a special resolution, passed at a
separate general meeting of the holders of the shares of that class. The provisions of our amended and restated articles of association
relating to general meetings shall apply similarly to every such separate general meeting, but so that the quorum for the purposes of any
such separate general meeting or at its adjourned meeting shall be a person or persons together holding (or represented by proxy) on the
date of the relevant meeting not less than one-third in nominal value of the issued shares of that class, that every holder of shares of the
class shall be entitled on a poll to one vote for every such share held by such holder and that any holder of shares of that class present in
person or by proxy may demand a poll.
The special rights conferred upon the holders of any class of shares shall not, unless otherwise expressly provided in the rights
attaching to or the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
Anti-takeover Provisions in the Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association contain provisions which may have the effect of limiting the
ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have
the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging
third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the
authority, without further action by our shareholders, to issue preferred shares in one or more classes or series and to fix their
designations, powers, preferences, and relative participating, optional or other rights and the qualifications, limitations or restrictions,
including, without limitation, dividend rights, conversion rights, voting rights, terms of redemption privileges and liquidation
preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. In
the event these preferred shares have better voting rights than our ordinary shares, in the form of ADSs or otherwise, they could be issued
quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult.
Disclosure of Shareholder Ownership
There are no provisions in our amended and restated memorandum and articles of association governing the ownership
threshold above which shareholder ownership must be disclosed.
Differences in Corporate Law
The Companies Act is modeled after similar laws in the United Kingdom but does not follow recent changes in United
Kingdom laws. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set
forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws
applicable to companies incorporated in the United States.
Mergers and Similar Arrangements. Under the laws of the Cayman Islands, two or more companies may merge or consolidate
in accordance with Section 233 of the Companies Act. A merger means the merging of two or more constituent companies and the
vesting of their undertaking, property and liabilities in one of such constituent companies as the surviving company. A consolidation
means the combination of two or more constituent companies into a new consolidated company and the vesting of the undertaking,
property and liabilities of such constituent companies in the new consolidated company. In order to merge or consolidate, the directors of
each constituent company must approve a written plan of merger or consolidation which must be authorized by each constituent
company by a special resolution of the shareholders and such other authorization as may be specified in such company's articles of
association. The consent of each holder of a fixed or floating security interest of a constituent company in a proposed merger or
consolidation must also be obtained.
For a director who has a financial interest in the plan of merger or consolidation, he should declare the nature of his interest at
the board meeting where the plan was considered. Following such declaration, subject to any separate requirement for Audit Committee
approval under the applicable law or any applicable requirements imposed from time to time by the NASDAQ Global Select Market, the
SEC, or by any other recognized stock exchange on which the securities are listed, and unless disqualified by the chairman of the
relevant board meeting, he may vote on the plan of merger or consolidation.
A shareholder resolution is not required if a Cayman Islands incorporated parent company is seeking to merge with one or more
of its Cayman Islands incorporated subsidiary companies (i.e., companies where at least ninety per cent (90%) of the issued shares of
which (of one or more classes) that are entitled to vote are owned by the parent company). In any event, all shareholders must be given a
copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written
resolution to approve the plan of merger or consolidation.
The shareholders of the constituent companies are not required to receive shares of the surviving or consolidated company but
may receive debt obligations or other securities of the surviving or consolidated company, or money and other assets or a combination
thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same
class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of
consideration.
After the plan of merger or consolidation has been approved by the directors, authorized by a resolution of the shareholders and
the holders of fixed or floating security interest have given their consent, the plan of merger or consolidation is executed by each
company and filed, together with certain ancillary documents, with the Registrar of Companies in the Cayman Islands.
A shareholder may dissent from a merger or consolidation. A shareholder properly exercising his dissent rights is entitled to
payment in cash of the fair value of his shares. Such dissent rights are unavailable in respect of shares subject to a plan of merger or
consolidation for which (i) an open market exists on a recognized stock exchange or recognized interdealer quotation system at the
expiry date of the period allowed for written notice of an election to dissent subject to the provisions of the Companies Act.
A shareholder dissenting from a merger or consolidation must object in writing to the merger or consolidation before the vote by
the shareholders on the merger or consolidation. If the merger or consolidation is approved by the shareholders, the company must within
20 days give notice of this fact to each shareholder who gave written objection. Such shareholders then have 20 days to give to the
company their written election in the form specified by the Companies Act to dissent from the merger or consolidation.
Upon giving notice of his election to dissent, a shareholder ceases to have any rights of a shareholder except the right to be paid
the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding the dissent.
Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or
consolidation, the company must make a written offer to each dissenting shareholder to purchase his shares at a specified price that the
company determines to be their fair value. The company and the shareholder then have 30 days to agree upon the price. If the company
and a shareholder fail to agree on the price within the 30 days, then within 20 days thereafter, the company shall or any dissenting
shareholder may file a petition with the Grand Court for a determination of the fair value of the shares of all dissenting shareholders. At
the petition hearing, the Grand Court shall determine the fair value of the shares of such dissenting shareholders as it finds are involved,
together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.
Shareholders' Suits. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a
minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman
Islands, exceptions to the foregoing principle apply in circumstances in which:
● a company is acting or proposing to act illegally or beyond the scope of its authority;
● the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a
simple majority vote which has not been obtained; or
● those who control the company are perpetrating a "fraud on the minority."
Corporate Governance. Cayman Islands laws do not restrict transactions with directors, requiring only that directors exercise
a duty of care and owe a fiduciary duty to the companies for which they serve. Under our amended and restated memorandum and
articles of association, subject to any separate requirement for audit committee approval under the applicable rules of the NASDAQ
Global Select Market or unless disqualified by the chairman of the relevant board meeting, so long as a director discloses the nature of
his interest in any contract or arrangement which he is interested in, such a director may vote in respect of any contract or proposed
contract or arrangement in which such director is interested and may be counted in the quorum at such a meeting.
Description of Debt Securities, Warrants and Rights and Other Securities (Items 9.A.7, 12.A, 12.B and 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Citibank, N.A. acts as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388
Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent
ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly
known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safe-keep the securities on
deposit. In this case, the custodian is Citibank, N.A.-Hong Kong, located at 9/F, Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun
Tong, Kowloon, Hong Kong.
We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the
SEC, under cover of a Registration Statement on Form F-6 (Registration No. 333-165402). You may obtain a copy of the deposit
agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's
website (www.sec.gov).
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of
ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and
obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. For the
complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. The portions of this
summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in
the deposit agreement.
Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, ten (10) ordinary shares on
deposit with the depositary and/or the custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in,
any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the
owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-
ordinary shares ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by
ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders
and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their
nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial
owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property
represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs
may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests
in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the
applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or
indirectly, through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.
The owner of ADSs becomes a party to the deposit agreement and therefore will be bound to its terms and to the terms of any
ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and
obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain
circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary
shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in
certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither
the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on
behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
We will not treat you, being an owner of ADSs, as one of our shareholders and you will not have direct shareholder rights. The
depositary will hold on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs
you will be able to exercise the shareholders rights for the ordinary shares represented by your ADSs through the depositary only to the
extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as
an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.
The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs.
uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary’s services are
made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a
brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of
uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system" or "DRS"). The
direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct
registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The
direct registration system includes automated transfers between the depositary and The Depository Trust Company ("DTC"), the central
book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your
brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and
brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such
clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or
bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name
of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in
your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own
ADSs at the relevant time.
The registration of the ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by
applicable law, vest in the depositary or the custodian the record ownership in the applicable ordinary shares with the beneficial
ownership rights and interests in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the
ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited
property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the
custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs
will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified
record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the
Custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a
currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the
applicable laws and regulations.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The
amounts distributed to holders will be net of the fees, expenses, withheld taxes and governmental charges payable by holders under the
terms of the deposit agreement. The depositary will apply the same method for distributing the proceeds of the sale of any property (such
as undistributed rights) held by the custodian in respect of securities on deposit.
Distributions of Ordinary Shares
Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the
applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either
distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case
each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be
distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares
will be made net of the fees, expenses, withheld taxes and governmental charges payable by holders under the terms of the deposit
agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so
distributed.
No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not
operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received
upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and
we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional
ADSs to holders.
The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders
to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of
the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have
to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The
depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary
shares other than in the form of ADSs.
The depositary will not distribute the rights to you if:
● We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or
● We fail to deliver satisfactory documents to the depositary; or
● It is not reasonably practicable to distribute the rights.
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The
proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will
allow the rights to lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we
will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In
such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if we timely request it to do so, if it is reasonably practicable and if
we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures
to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement. The depositary is not
obligated to establish procedures to facilitate the distribution and exercise by holders of elective distributions to subscribe for new
ordinary shares other than in the form of ADSs.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder
would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we
will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the
depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you, if we timely request the depositary to do so and if we provide to
the depositary all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders
in a manner it deems practicable.
The distribution will be made net of fees, expenses, withheld taxes and governmental charges payable by holders under the
terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the
property received.
The depositary will not distribute the property to you and will sell the property if:
● We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or
● We do not deliver satisfactory documents to the depositary; or
● The depositary determines that all or a portion of the distribution to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will timely notify the depositary. If it is
reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide
notice of the redemption to the holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price.
The depositary will convert the redemption funds received in a currency other than U.S. dollars into U.S. dollars upon the terms of the
deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of
their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your
ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary
may determine.
Changes Affecting Ordinary Shares
The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in
nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization,
reorganization, merger, consolidation or sale of assets.
If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property
received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to
you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your
existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary
shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net
proceeds to you as in the case of a cash distribution.
Issuance of ADSs upon Deposit of Ordinary Shares
The depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The
depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes
payable for the transfer of ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by
legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals
have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole
numbers.
When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As
such, you will be deemed to represent and warrant that:
● The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.
● All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.
● You are duly authorized to deposit the ordinary shares.
● The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage
or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in
the deposit agreement).
● The ordinary shares presented for deposit have not been stripped of any rights or entitlements.
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take
any and all actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For
transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:
● ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;
● provide such proof of identity and genuineness of signatures as the depositary deems appropriate;
● provide any transfer stamps required by the State of New York or the United States; and
·
pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the
terms of the deposit agreement, upon the transfer of ADRs.
To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to
have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the
terms of the deposit agreement, upon a combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding
number of underlying ordinary shares at the Custodian's offices. Your ability to withdraw the ordinary shares held in respect of the ADSs
may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary
shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and
taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon
withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.
If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any
signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the
ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all
applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole
number of securities on deposit.
You will have the right to withdraw the securities represented by your ADSs at any time except for:
● Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary
shares are immobilized on account of a shareholders' meeting or a payment of dividends.
● Obligations to pay fees, taxes and similar charges.
● Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to
comply with mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for
the ordinary shares represented by your ADSs. The voting rights of holders of ordinary shares are described in “Description of Ordinary
Shares —Voting Rights” above.
At our request, the depositary will distribute to you any notice of shareholders’ meeting received from us together with
information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities represented by
the holder’s ADSs. In the event voting takes place at a shareholders’ meeting by show of hands, the depositary will instruct the custodian
to vote in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the
event voting takes place at a shareholders’ meeting by poll, the depositary will instruct the custodian to vote in accordance with the
voting instructions received from the holders of ADSs.
In the event of voting by poll, holders of ADSs in respect of which no timely voting instructions have been received shall be
deemed to have instructed the depositary to give a discretionary proxy to a person designated by us to vote the ordinary shares
represented by such holders’ ADSs; provided, that no such instructions shall be deemed given and no such discretionary proxy shall be
given with respect to any matter as to which we inform the depositary that (i) we do not wish such proxy to be given, (ii) substantial
opposition exists or (iii) the rights of our shareholders may be adversely affected. No discretionary proxy shall be given with respect to
any vote by show of hands.
Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and
the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting
instructions to the depositary in a timely manner.
The depositary will not join in demanding a vote by poll. A holder of ADSs will not be able to exercise any rights that may
attach to the ordinary shares represented by such ADSs to requisition a shareholder meeting or propose resolutions for a shareholder
vote. At our request, the depositary will represent deposited ordinary shares for the purpose of establishing a quorum regardless of
whether voting instructions have been provided with respect thereto.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give
holders 30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit
agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are
reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case
without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior
notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to
the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares
represented by your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain
circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least
30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until
you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the
proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the
depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still
outstanding (after deduction of applicable fees, taxes and expenses) or as may be required by law.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office at all
reasonable times but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs
and the deposit agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and
transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
The depositary may close the transfer books at any time and from time to time, when deemed necessary or at the reasonable
written request of us, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:
● We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence
or bad faith. Without limiting the foregoing, neither we nor the depositary is obligated to participate in any action, suit or
other proceeding relating to deposited property or the ADSs without satisfactory indemnity. The depositary disclaims any
liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote,
provided it acts in good faith and in accordance with the terms of the deposit agreement.
● The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the
content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the
investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax
consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights
to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.
● We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.
● We and the depositary disclaim any liability if we are prevented or forbidden from acting on account of any law or
regulation, any provision of our amended and restated Memorandum and Articles of Association, any provision of any
securities on deposit or by reason of any act of God or war or other circumstances beyond our control.
● We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for
the deposit agreement or in our amended and restated Memorandum and Articles of Association or in any provisions of
securities on deposit.
● We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information
received from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or
authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such
advice or information.
● We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or
other benefit which is made available to holders of ordinary shares but is not, under the terms of the deposit agreement,
made available to you.
● We and the depositary may rely without any liability upon any written notice, request or other document believed to be
genuine and to have been signed or presented by the proper parties.
● We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the
deposit agreement.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical,
and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses
incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other
governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a
reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:
● Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the
conversion and distribution is lawful and practical.
● Distribute the foreign currency to holders for whom the distribution is lawful and practical.
● Hold the foreign currency (without liability for interest) for the applicable holders.
Affiliate Transactions
The depositary may execute transactions contemplated herein (e.g., foreign currency conversions, and sales of deposited
securities and other property) through one or more divisions of Citibank or through one or more Citibank affiliates, and any such entity
may act as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and may earn and
retain revenue from such transactions, including, without limitation, transaction spreads and commissions. The depositary does not
guarantee or represent that the price or rate obtained in any such transaction, or the method for obtaining such price or rate, will be the
most favorable that could be obtained at that time.
Governing Law
The deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The
rights of holders of ordinary shares (including ordinary shares represented by ADSs) are governed by the laws of the Cayman Islands.
We and the depositary have agreed that the federal or state courts in the City of New York shall have jurisdiction to hear and determine
any suit, action or proceeding and to settle any dispute between us that may arise out of or in connection with the Deposit Agreement. We
also submitted to the jurisdiction of these courts, and we have appointed an agent for service of process in the City of New York.
Conversion between Ordinary Shares Trading in Hong Kong and ADSs (Items 12.D.1 and 12.D.4 of Form 20-F)
In connection with the listing of our ordinary shares on the Hong Kong Stock Exchange, we have established a branch register
of members in Hong Kong, or the Hong Kong share register, which is maintained by our Hong Kong Share Registrar, Computershare
Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, is maintained by our Principal
Share Registrar.
All of our ordinary shares offered in our Hong Kong public offering are registered on the Hong Kong share register in order to
be listed and traded on the Hong Kong Stock Exchange. As described in further detail below, holders of Shares registered on the Hong
Kong share register are able to convert these ordinary shares into ADSs, and vice versa.
In connection with the Hong Kong public offering, and to facilitate fungibility and conversion between ADSs and ordinary
shares and trading between the NASDAQ Global Select Market and the Hong Kong Stock Exchange, we moved a portion of our issued
ordinary shares that are represented by ADSs from our Cayman share register to our Hong Kong share register.
Our ADSs
Our ADSs are traded on the NASDAQ Global Select Market. Dealings in our ADSs on the NASDAQ Global Select Market
are conducted in U.S. Dollars. ADSs may be held either:
● directly, by having a certificated ADS, or an ADR, registered in the holder’s name, or by holding in the direct
registration system, 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; or
● indirectly, through the holder’s broker or other financial institution.
The depositary for our ADSs is Citibank, N.A., whose office is located at 388 Greenwich Street, New York, New York 10013,
United States. The depositary’s custodian in Hong Kong is Citibank, N.A. – Hong Kong branch, whose office is located at 9/F Citi
Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
Converting Ordinary Shares Trading in Hong Kong into ADSs
An investor who holds ordinary shares registered in Hong Kong and who intends to convert them to ADSs to trade on the
NASDAQ Global Select Market must deposit or have his or her broker deposit the ordinary shares with the depositary’s Hong Kong
custodian, Citibank, N.A., Hong Kong, or the custodian, in exchange for ADSs.
A deposit of ordinary shares trading in Hong Kong in exchange for ADSs involves the following procedures:
● If ordinary shares have been deposited with CCASS, the investor must transfer ordinary shares to the depositary’s
account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a
duly completed and signed conversion form to the depositary via his or her broker.
● If ordinary shares are held outside CCASS, the investor must arrange to deposit his or her ordinary shares into CCASS
for delivery to the depositary’s account with the custodian within CCASS, submit and deliver a request for conversion
form to the custodian and after duly completing and signing such conversion form, deliver such conversion form to 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, if
applicable, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will
deliver the ADSs to the designated DTC account of the person(s) designated by an investor or his or her broker.
For ordinary shares deposited in CCASS, under normal circumstances, the above steps generally require two business days.
For ordinary shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary
delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will
be unable to trade the ADSs until the procedures are completed.
Converting ADSs to Ordinary Shares Trading in Hong Kong
An investor who holds ADSs and who intends to convert his/her ADSs into Shares to trade on the Hong Kong Stock Exchange
must cancel the ADSs the investor holds and withdraw Shares from our ADS program and cause his or her broker or other financial
institution to trade such ordinary shares on the Hong Kong Stock Exchange.
An investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to
arrange for cancelation of the ADSs, and transfer of the underlying ordinary shares from Citibank’s account on the CCASS system to the
investor’s Hong Kong stock account.
For investors holding ADSs directly, the following steps must be taken:
·
·
·
To withdraw ordinary shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office
of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to
cancel such ADSs to the depositary.
Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or
fees, if applicable, the depositary will instruct the custodian to deliver ordinary shares underlying the canceled ADSs to
the CCASS account designated by an investor.
If an investor prefers to receive ordinary shares outside CCASS, he or she must receive ordinary shares in CCASS first
and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees
Limited (as the transferor) and register ordinary shares in their own names with the Hong Kong Share Registrar.
For ordinary shares to be received in CCASS, under normal circumstances, the above steps generally require two business
days. For ordinary shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to
complete. The investor will be unable to trade the ordinary shares on the Hong Kong Stock Exchange until the procedures are completed.
Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS
cancellations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of ordinary shares
on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system.
We are not under any obligation to maintain or increase the number of ordinary shares on the Hong Kong share register to
facilitate such withdrawals.
Depositary Requirements
Before the depositary issues ADSs or permits withdrawal of ordinary shares, the depositary may require:
·
·
production of satisfactory proof of the identity and genuineness of any signature or other information it deems
necessary; and
compliance with procedures it may establish, from time to time, consistent with the Deposit Agreement, including
presentation of transfer documents.
The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the
transfer books of the depositary or our Hong Kong Share Registrar are closed or at any time if the depositary or we determine it
advisable to do so.
All costs attributable to the transfer of ordinary shares to effect a withdrawal from or deposit of ordinary shares into our ADS
program will be borne by the investor requesting the transfer. In particular, holders of ordinary shares and ADSs should note that the
Hong Kong share registrar will charge between HK$2.50 to HK$20.00, depending on the speed of service (or such higher fee as may
from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered owner to
another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong.
In addition, holders of Shares and ADSs must pay US$5.00 (or less) per 100 ADSs for each issuance of ADSs and for each
cancelation of ADSs, as the case may be, in connection with the deposit of Shares into, or withdrawal of ordinary shares from, our ADS
program.
List of subsidiaries of Huazhu Group Limited
Exhibit 8.1
List of Subsidiaries
I. Directly-Owned Subsidiaries:
China Lodging Investment Limited (Cayman Islands)
China Lodging Holdings (HK) Limited (Hong Kong)
H World Holdings Singapore Pte. Ltd. (Singapore)
Sheen Step Group Limited (Seychelles)
CLG Special Investments Limited (Cayman Islands)
City Home Group Limited (Cayman Islands)
HanTing (Tianjin) Investment Consulting Co., Ltd. (PRC)
II. Indirectly-Owned Subsidiaries:
Starway Hotel Holdings Limited (BVI)
Ibis China Investment Limited (Hong Kong)
Starway Lodging (Hong Kong) Limited (Hong Kong)
Steigenberger Hotels Aktiengesellschaft (Germany)
IntercityHotel GmbH (Germany)
100% Owned Subsidiaries
Starway Hotels (Hong Kong) Limited (Hong Kong)
1.
1.001
1.002 Crystal Orange Hotel Holdings Limited (BVI)
1.003 Orange Hotel Hong Kong Limited (Hong Kong)
1.004 ACL Greater China Limited (Hong Kong)
1.005
1.006 TAHM Investment Limited (Hong Kong)
1.007 Huazhu Investment I Limited (Hong Kong)
1.008 Huazhu Investment II Limited (Hong Kong)
1.009
1.010 Hi Inn Hotel Holdings Limited (BVI)
1.011 Hi Inn Hotel (Hong Kong) Limited (Hong Kong)
1.012
1.013 City Home Investment Limited (Hong Kong)
1.014 Huazhu K.K. (Japan)
1.015 Huazhu Investment GmbH (Germany)
1.016 DH Group GmbH & Co. KG (Germany)
1.017 Huazhu Hospitality Inc (BVI)
1.018 Huazhu Hospitality (Hong Kong) Limited (Hong Kong)
1.019
1.020
1.021 H.E.A.D. HOTEL EQUIPMENT AND DESIGN GmbH (Germany)
Sourcify GmbH (Germany)
1.022
1.023
Steigenberger Consulting GmbH (Germany)
1.024 D.H. Deutsche Hospitality GmbH (Germany)
1.025
1.026
1.027 MAXX Hotel GmbH (Germany)
1.028
1.029
1.030
1.031
1.032
1.033
1.034
1.035 Tunisian Hospitality Group SARL (Tunisia)
1.036 Zleep Hotel GmbH (Germany)
1.037
1.038 Deutsche Hospitality Hotels Spain S.L. (Spain)
1.039
1.040
1.041
STAG Hotelverwaltungs-Gesellschaft mbH (Austria)
Steigenberger Hotels AG (Switzerland)
STAG Hotels Netherlands B.V. (Netherlands)
Scheveningen Hotel Holding B.V. (Netherlands)
STAG Belgium N.V. (Belgium)
Steigenberger Italia S.r.l. (Italy)
Steigenberger DMCC (UAE)
Jaz Hotel GmbH (Germany)
Steigenberger Spa GmbH (Germany)
STAG Hotels Hungary Szállodaipari Kft. (Hungary)
Steigenberger Akademie GmbH (Germany)
STEIGENBERGER HOTELFACHSCHULE GmbH (Germany)
Steigenberger Berufsfachschule f✔r Assistenten im Hotel- und Tourismusmanagement gGmbH (Germany)
Suzhou Ibis Hotel Limited
Starway Hotel Management (Shanghai) Co., Ltd.
Jizhu Information Technology (Shanghai) Co., Ltd.
Shanghai Huaxiang Catering Management Co., Ltd.
STEIGENBERGER HOTELBERUFSFACHSCHULE GmbH (Germany)
1.042
1.043 Yagao Meihua Hotel Management Co., Ltd.
1.044 Tianjin Yagao Hotel Management Co., Ltd.
1.045
1.046 Orange Hotel Management (China) Co., Ltd.
1.047 Beijing Crystal Orange Hotel Management Consulting Co., Ltd.
1.048 Beijing Orange Times Softwares Technology Co., Ltd.
1.049 Yiju (Shanghai) Hotel Management Co., Ltd.
1.050
Shanghai HanTing Hotel Management Group, Ltd.
1.051 HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
1.052 Hanting (Shanghai) Enterprise Management Co., Ltd.
1.053 Huazhu (Hainan) Hotel Management Co., Ltd
1.054
1.055 Hai Haiyou Hotel Management (Ningbo) Co., Ltd.
1.056 Xingji Hotel Management (Ningbo) Co., Ltd.
1.057
1.058 Nanjing Yiya Hotel Management Co., Limited
1.059 Wuxi Ibis Hotel Limited
1.060 Tianjin Ibis Hotel Limited
1.061 Chengdu Kehua Ibis Hotel Limited
1.062 Chengdu Ibis Hotel Limited
1.063 Ya’an Ibis Hotel Limited
1.064 Huasu (Hainan) Enterprise Management Co., Ltd.
1.065
1.066 Huazhu Hotel Management (Ningbo) Co., Ltd.
1.067 Huazhu Xingshun (Suzhou) Tourism Investment Co., Ltd.
1.068
Shanghai Chengge Hotel Management Co., Ltd.
1.069 Huazhu Hotel Management (Shenzhen) Co., Ltd.
Shanghai Shuohong Hotel Management Co., Ltd.
1.070
1.071
Shanghai Ibis Hotel Management Co., Limited
1.072 Nanjing Meiyue Hotel Management Co., Ltd.
1.073 Xi’an Anruosi Hotel Management Co., Ltd.
1.074 Xi’an Yusi Hotel Management Co., Ltd.
1.075
1.076 Tianjin Jingjingjing Catering Service Co., Ltd.
1.077 Beijing Yaoting Hotel Management Co., Ltd.
1.078 Beijing Xiting Hotel Management Co., Ltd.
1.079
1.080
1.081 Wuxi Yiju Hotel Management Co., Ltd.
1.082
1.083
1.084
1.085
1.086
1.087
1.088
1.089
1.090
1.091
1.092
1.093
1.094
1.095
1.096
1.097
1.098
1.099
1.100
Shanghai Yate Hotel Management Co., Ltd.
Shanghai Songting Hotel Management Co., Ltd.
Shanghai Xinting Hotel Management Co., Ltd.（上海鑫庭酒店管理有限公司）
Shanghai Qinting Hotel Management Co., Ltd. （上海沁庭酒店管理有限公司）
Shanghai Lingting Hotel Management Co., Ltd.
Shanghai Xinting Hotel Management Co., Ltd.（上海新庭酒店管理有限公司）
Shanghai Pengting Hotel Management Co., Ltd.
Shanghai Luting Hotel Management Co., Ltd.
Shanghai Haoting Hotel Management Co., Ltd. （上海灏庭酒店管理有限公司）
Shanghai Yuyi Hotel Management Co., Ltd.
Shanghai Changting Hotel Management Co., Ltd.（上海长庭酒店管理有限公司）
Shanghai Guiting Hotel Management Co., Ltd.
Shanghai Jiating Hotel Management Co., Ltd.
Shanghai Senting Hotel Management Co., Ltd.
Shanghai Xiting Hotel Management Co., Ltd.
Shanghai Yaogu Shangwu Hotel Management Co., Ltd.
Shanghai Aiting Hotel Management Co., Ltd.
Shanghai Yiju Hotel Management Co., Ltd. （上海宜居酒店管理有限公司）
Shanghai Qinting Hotel Management Co., Ltd. （上海钦庭酒店管理有限公司）
Shanghai Meiting Hotel Management Co., Ltd.
Shanghai Yiju Hotel Management Co., Ltd. （上海逸居酒店管理有限公司）
Ibis Xiamen Hotel Limited
Shanghai Changting Hotel Management Co., Ltd.（上海畅庭酒店管理有限公司）
Tianjin Yiting Hotel Management Co., Ltd.
Tianjin Xingting Hotel Management Co., Ltd.
Tianjin HanTing Xingkong Hotel Management Co., Ltd.
1.101
1.102 Hangzhou Muting Hotel Management Co., Ltd.
1.103 Hangzhou Anting Hotel Management Co., Ltd.
1.104 Hangzhou Qiuting Hotel Management Co., Ltd.
1.105 Hangzhou Yishitan Investment and Management Co., Ltd.
1.106 Hangzhou Senting Hotel Management Co., Ltd.
1.107 Hangzhou Hemei Hanting Hotel Co., Ltd.
1.108 Nanjing Ningru Hotel Management Co., Ltd.
1.109 Beijing Zhongting Hotel Management Co., Ltd.
1.110 Beijing HanTing Jiamei Hotel Management Co., Ltd.
1.111 Beijing HanTing Ruijing Hotel Management Co., Ltd.
1.112 Beijing Dongting Hotel Management Co., Ltd.
1.113 Beijing Jiating Hotel Management Co., Ltd.
1.114 Beijing Anting Hotel Management Co., Ltd.
1.115 Beijing Yueting Hotel Management Co., Ltd.
1.116
1.117
1.118
1.119 Xi’an HanTing Fukai Hotel Management Co., Ltd.
1.120 Xi’an Fengting Hotel Management Co., Ltd.
1.121
Jinan Hanting Hotel Management Co., Ltd.
1.122 Zibo HanTing Hotel Management Co., Ltd.
1.123 Xiamen Wuting Hotel Co., Ltd.
1.124 Xiamen Tingju Hotel Co., Ltd.
1.125 Xiamen Xiating Hotel Co., Ltd.
1.126 Guangzhou Chengting Hotel Management Co., Ltd.
1.127 Guangzhou Shangbin Hotel Co., Ltd.
1.128 Guangzhou Mengting Hotel Management Co., Ltd.
1.129 Guangzhou Huiting Hotel Management Co., Ltd.
1.130 Guangzhou Meiting Hotel Management Co., Ltd.
Shenzhen Shenting Hotel Management Co., Ltd.
1.131
1.132
Shenzhen HanTing Hotel Management Co., Ltd.
1.133 Nanchang Yinting Hotel Management Co., Ltd.
1.134 Taiyuan Hanting Jiangnan Hotel Management Co., Ltd.
1.135 Wuhan Changting Hotel Management Co., Ltd.
1.136 Wuhan HanTing Hotel Management Co., Ltd.
1.137
1.138 Kunming Xiting Hotel Management Co., Ltd.
1.139 Baotoushi Anting Hotel Management Co., Ltd.
1.140 Huazhu Hotel Management Co., Ltd.
1.141 Hanting Technology (Suzhou) Co., Ltd.
1.142 Tianjin Huasu Enterprise Management Co., Ltd.
Shanghai Keting E-Commerce Co., Ltd.
1.143
Shanghai Huazhu Commercial Factoring Co., Ltd.
1.144
Shanghai Zhiyu Information Consulting Co., Ltd.
1.145
Shanghai Huazhu Hanting Xiyue Enterprise Management Co., Ltd.
1.146
Jiangsu Youxiang Financial Consulting Co., Ltd.
1.147
1.148 Banma Yigou E-Commerce Co., Ltd.
1.149
1.150
1.151
1.152
1.153
1.154
1.155
1.156
1.157
1.158
1.159
Shanghai Huiting Hotel Management Co., Ltd. （上海荟庭酒店管理有限公司）
Shanghai Huiyue Hotel Management Co., Ltd.
Shanghai Fanting Hotel Management Co., Ltd.
Shanghai Yinting Hotel Management Co., Ltd.
Shanghai Minting Hotel Management Co., Ltd.
Shanghai Rongting Hotel Management Co., Ltd.
Shanghai Guangting Hotel Management Co., Ltd.
Shanghai Lanting Hotel Management Co., Ltd.
Shanghai Baiting Hotel Management Co., Ltd.
Shanghai HanTing Service Apartment Hotel Management Co., Ltd.
Shanghai Jiangting Hotel Management Co., Ltd.
Shenyang Maruika Hotel Management Co., Ltd.
Shanghai Aiqu Enterprise Management Co., Ltd.
Shanghai Wuqin Equity Fund Co., Ltd.
Shanghai Xingting Hotel Management Co., Ltd.
Shanghai Baoting Hotel Management Co., Ltd.
Shanghai Fangpu Hotel Management Co., Ltd.
Shanghai Manao Hotel Management Co., Ltd.
1.160
1.161
1.162
1.163
1.164 Hangzhou Pingting Hotel Management Co., Ltd.
1.165 Hangzhou Wenxuan Hotel Management Co., Ltd.
1.166 Hangzhou Miaoting Hotel Management Co., Ltd.
1.167
Jinan Luoting Hotel Management Co., Ltd.
1.168 Xi’an Yahua Hotel Management Co., Ltd.
1.169 Nanjing Quanji Hotel Management Co., Limited
1.170 Kunshan Siting Enterprise Management Co., Ltd.
1.171 Kunshan Bizhu Enterprise Management Co., Ltd.
1.172 Hangzhou Yilai Hotel Chain Co., Ltd.
1.173 Huazhu Enterprise Management Co., Ltd.
1.174
1.175
1.176 Huazhu Investment (Shanghai) Co., Ltd.
Shanghai Jijing Catering Co., Ltd.
1.177
Shanghai Yiju Hotel Management Co., Ltd. （上海宜桔酒店管理有限公司）
1.178
Shanghai Shangting Hotel Management Co., Ltd.
1.179
Shanghai Hongting Hotel Management Co., Ltd.
1.180
Shanghai Duting Hotel Management Co., Ltd.
1.181
Shanghai Hongxi Hotel Management Co., Ltd.
1.182
Shanghai Haoting Hotel Management Co., Ltd. （上海郝庭酒店管理有限公司）
1.183
Shanghai Tongji Hotel Management Co., Ltd.
1.184
Shanghai Chunting Hotel Management Co., Ltd.
1.185
1.186
Shanghai Moting Hotel Management Co., Ltd.
1.187 Hangzhou Ansheng Hotel Management Co., Ltd.
1.188 Hangzhou Heju Hanting Hotel Co., Ltd.
1.189
1.190
1.191 Wantong Yiguan (Beijing) Hotel Management Co., Ltd.
1.192 Beijing Dongnian Hotel Co., Ltd.
1.193 Zhuhai Manneijiali Investment Development Company Limited
1.194 Guangzhou Zhongting Quanji Hotel Management Co., Ltd.
1.195 Guangzhou Didu Hotel Management Co., Ltd.
1.196 Guangzhou Bihua Hotel Management Co., Ltd.
1.197
Shanghai Hegao Hotel Management Co., Ltd.
1.198 Tianjin Lanyuan Hotel Management Co., Ltd.
1.199
1.200
1.201
1.202 Nantong Botong Hotel Co., Ltd.
1.203
1.204 Kunshan Hanka Catering Management Co., Ltd.
1.205 Ningbo Huating Investment Consulting Co., Ltd.
1.206 Ningbo Huating Galaxy Investment Management Co., Ltd.
1.207
1.208
1.209 Hangzhou Yueli Yilai Hotel Co., Ltd.
1.210 Hangzhou Maolu Yilai Hotel Co., Ltd.
1.211 Hangzhou Qiandaohu Yilai Resort Co., Ltd.
1.212 Beijing Qitian Holiday Hotel Co., Ltd.
1.213 Beijing Crystal Orange Hotel Management Co., Ltd.
1.214 Beijing Orange Times Hotel Management Co., Ltd.
1.215 Beijing Crystal Orange Times Hotel Management Co., Ltd.
1.216
Shanghai Juchao Department Management Co., Ltd.
1.217 Guiyang Yangguang Hotel Management Co., Ltd.
1.218 Beijing Yuecheng Hotel Management Co., Ltd.
Shenzhen Chengxuan Hotel Management Co., Ltd.
Shenzhen Qiquan Hotel Management Co., Ltd.
Shenzhen Quanji Shennan Hotel Management Co., Ltd.
Shanghai Huazhu Chengxing Management Consulting Co., Ltd.
Shanghai Yate Zhongtan Hotel Management Co., Ltd.
Suzhou Lishan Yatai Hotel Management Co., Ltd.
Suzhou Yongchangjiahe Hotel Management Co., Ltd.
Shanghai Jizhu Investment Management Co., Ltd.
Hangzhou Yuecheng Hotel Management Co., Ltd.
He Garden Hotel (Beijing) Co., Ltd.
Xi 'an Chengjia Fukai Hotel Management Co., Ltd.
Shanghai Shiju Catering Service Co., Ltd.
Tianjin Mengguang Information Technology Co., Ltd.
Ningbo Futing Enterprise Management Co., Ltd.
Huanmei Information Technology (Shanghai) Co., Ltd.
Huanmei International Travel Service (Shanghai) Co., Ltd.
Hanting Hesheng (Suzhou) Hotel Management Co., Ltd.
Beijing Hanting Hotel Management Co., Ltd.
Shanghai HanTing Guancheng Hotel Management Co., Ltd.
Tianjin Huazhu Finance Leasing Co., Ltd.
Jiangsu Keting Commercial and Trade Co., Ltd
Ningbo Jishi Investment Management LLP
Ningbo Jisu Investment Management LLP
Ningbo Qiji Galaxy Investment Management Center LLP
Blossom Hotel Investment Management (Kunshan) Co., Ltd.
Shanghai Keting Cultural Communication Co., Ltd.
Shanghai Blossom House Investment Management Co., Ltd.
Shanghai Blossom Hotel Management Co., Ltd.
Shanghai Changguan Investment Management Co., Ltd.
Kunshan Blossom Commercial and Trading Co., Ltd.
1.219
1.220
1.221
1.222
1.223
1.224
1.225
1.226
1.227
1.228
1.229
1.230
1.231
1.232
1.233
1.234
1.235
1.236
1.237
1.238
1.239
1.240
1.241 Wuxi Blossom House Culture Tourism Investment Co., Ltd.
1.242
1.243
1.244
1.245
1.246
1.247
Suzhou Blossom Hotel Investment Management Co., Ltd.
Huzhou Blossom House Hotel Investment Management Co., Ltd.
Ningbo Blossom House Hotel Management Co., Ltd.
Lijiang Blossom House Hotel Management Co., Ltd.
Diqingzhou Blossom House Hotel Management Co., Ltd.
Guangzhou Huange Hotel Management Co., Ltd.
2.
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
Majority-Owned Subsidiaries
Elan Hotel Holdings Limited (BVI)
Elan Hotel (Hong Kong) Limited (Hong Kong)
Jihao Hotel Management (Shanghai) Co., Ltd.
Shanghai Leshu Hotel Management Co., Ltd.
Shanghai Mingxin Hotel Management Co., Ltd.
Shanghai Mingjing Hotel Investment
Management Co., Ltd.
Xiamen Leshu Hotel Management Co., Ltd.
Fuzhou Leshu Hotel Management Co., Ltd.
Wuhan Liye Yuchuang Enterprises Management
Co., Ltd.
Changxing Longguan Culture Development
Co., Ltd.
Shanghai Mengxu Intelligent Technology
Co., Ltd.
Beijing Tiandui Information Technology Co., Ltd.
Suzhou Zhongzhou Express Hotel Co. Ltd.
Jiaozuo Zhongzhou Express Hotel Co. Ltd.
Hangzhou Yuexi Hotel Management Co., Ltd.
Suzhou Blossom House Hotel Management
Co., Ltd.
Kunshan Zhouzhuang Blossom House Hotel
Investment Management Co., Ltd.
Sichuan Blossom House Hotel Investment
Management Co., Ltd.
Shanghai Longhua Investment Management Co.,
Ltd.
89.13% equity interests owned by
100% equity interests owned by
100% equity interests owned by
100% equity interests owned by
100% equity interests owned by
100% equity interests owned by
China Lodging Holdings (HK) Limited
Elan Hotel Holdings Limited (BVI)
Elan Hotel (Hong Kong) Limited (Hong Kong)
Shanghai Ruiji Hotel Management Co., Ltd.
Shanghai Ruiji Hotel Management Co., Ltd.
Shanghai Ruiji Hotel Management Co., Ltd.
100% equity interests owned by
100% equity interests owned by
100% equity interests owned by
Shanghai Ruiji Hotel Management Co., Ltd.
Shanghai Ruiji Hotel Management Co., Ltd.
Shanghai Yuchuang Investment Management Co. Ltd.
100% equity interests owned by
Shanghai Longhua Investment Management Co. Ltd.
100% equity interests owned by
H-World Information and Technology Co., Ltd.
100% equity interests owned by
100% equity interests owned by
100% equity interests owned by
91.83% equity interests owned by
60% equity interests owned by
H-World Information and Technology Co., Ltd.
Henan Zhongzhou Express Hotel Investment Co., Ltd.
Henan Zhongzhou Express Hotel Investment Co., Ltd.
Blossom Hill Hotel Investment Management (Kunshan)
Co., Ltd.
Blossom Hotel Investment Management (Kunshan) Co., Ltd.
60% equity interests owned by
Blossom Hotel Investment Management (Kunshan) Co., Ltd.
51% equity interests owned by
Blossom Hotel Investment Management (Kunshan) Co., Ltd.
51% equity interests owned by
Shanghai Changguan Investment Management Co., Ltd.
2.25
Guangzhou Yahua Puxin Hotel Co., Ltd.
2.20
2.21
Shanghai Meixie Hotel Management Co., Ltd.
2.22 Wuhu Jiangting Hotel Management Co., Ltd.
Shanghai Suting Hotel Management Co., Ltd.
2.23
Nanjing Yangting Hotel Management Co., Ltd.
2.24
Beijing Hanting Oriental Hotel Management
Co., Ltd.
Urumqi Luting Hotel Management Co., Ltd.
Urumqi Qiting Hotel Management Co., Ltd.
Chongqi Yiting Hotel Management Co., Ltd.
Xi’an Shengting Hotel Management Co., Ltd.
Xi’an Bangting Hotel Management Co., Ltd.
Shanghai Liansheng Hotel Co., Ltd.
Chengdu Changting Hotel Management Co., Ltd.
Nanjing Leting Hotel Management Co., Ltd.
Chengdu Yuting Hotel Management Co., Ltd.
Shanghai Huiting Hotel Management Co., Ltd.
（上海辉庭酒店管理有限公司）
2.36 Wuxi Hanting Hotel Management Co., Ltd.
2.26
2.27
2.28
2.29
2.30
2.31
2.32
2.33
2.34
2.35
2.37
2.38
2.39
2.40
2.41
2.42
2.43
2.44
2.45
2.46
2.47
Chengdu HanTing Yangchen Hotel Management
Co., Ltd.
Changsha Changting Hotel Management Co., Ltd.
Jinan Hanjia Hotel Management Co., Ltd.
Shanghai Dingting Hotel Management Co., Ltd.
Nanjing Zhuting Hotel Management Co., Ltd.
Hangzhou Chenji Hotel Management Co., Ltd.
Xi’an Jvting Hotel Management Co., Ltd.
Henan Zhongzhou Express Hotel Investment
Co., Ltd.
Suzhou Zhujiangnan Hotel Management Co., Ltd.
Shanghai Huawei Education Technology Co., Ltd.
Beijing Huazhu Ruijing Hotel Management Co.,
Ltd.
Shanghai Junrui Hotel Co., Ltd.
2.48
2.49 Wenzhou Yaozhu Hotel Management Co., Ltd.
2.50
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
2.60
2.61
2.62
2.63
Xi’an Quanji Maoting Hotel Management
Co., Ltd.
Yongle Huazhu Hotel & Resort Group
Beijing Shenzhou Business Travel Hotel
Investment Management Co., Ltd.
Shenzhen Shijie Chengjia Hotel Management Co.,
Ltd.
Shanghai Ruicheng Hotel Management Co., Ltd.
Shanghai Shenzhou Business Travel Hotel Co.,
Ltd.
Shanghai Yuchuang Investment Management Co.
Ltd.
Shanghai Ruiji Hotel Management Co., Ltd.
Nanjing Starway Hotel Management Co., Ltd.
Beijing Hualige Hotel Management Co., Ltd.
Hefei Jucheng Hotel Management Consulting Co.,
Ltd.
Shanghai Hua Yu Zhou enterprise Management
Co., Ltd.
H-World Information and Technology Co., Ltd.
Nanjing Jinlv Huazhu Mingri City Hotel Co., Ltd.
80% equity interests owned by
60% equity interests owned by
99.97% equity interests owned by
99% equity interests owned by
99% equity interests owned by
99% equity interests owned by
Yagao Meihua Hotel Management Co., Ltd.
Yagao Meihua Hotel Management Co., Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
99% equity interests owned by
99% equity interests owned by
99% equity interests owned by
99% equity interests owned by
99% equity interests owned by
90% equity interests owned by
80% equity interests owned by
80% equity interests owned by
60% equity interests owned by
55% equity interests owned by
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
55% equity interests owned by
51% equity interests owned by
Shanghai HanTing Hotel Management Group, Ltd.
Shanghai HanTing Hotel Management Group, Ltd.
51% equity interests owned by
99% equity interests owned by
55% equity interests owned by
51% equity interests owned by
51% equity interests owned by
90% equity interests owned by
85% equity interests owned by
Shanghai HanTing Hotel Management Group, Ltd.
HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
HanTing Xingkong (Shanghai) Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
66% equity interests owned by
60% equity interests owned by
60% equity interests owned by
Huazhu Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
60% equity interests owned by
60% equity interests owned by
51% equity interests owned by
Huazhu Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
Huazhu Hotel Management Co., Ltd.
50% equity interests owned by
85% equity interests owned by
Huazhu Hospitality (Hong Kong) Limited
Hanting (Shanghai) Enterprise Management Co., Ltd.
51% equity interests owned by
Shanghai Chengge Hotel Management Co., Ltd.
50% equity interests owned by
100% equity interests owned by
91.67% equity interests owned by
Shanghai Chengge Hotel Management Co., Ltd.
Beijing Shenzhou Business Travel Hotel
Management Co., Ltd.
Huazhu Investment (Shanghai) Co., Ltd.
Investment
50% equity interests owned by
95% equity interests owned by
40% equity interests owned by
70% equity interests owned by
55% equity interests owned by
Huazhu Investment (Shanghai) Co., Ltd.
Starway Hotel Management (Shanghai) Co., Ltd.
Starway Hotel Management (Shanghai) Co., Ltd.
Beijing Crystal Orange Hotel Management Consulting Co.,
Ltd.
Huazhu Enterprise Management Co., Ltd.
86.85% equity interests owned by
100% equity interests owned by
Huazhu Hotel Management Co., Ltd.
Jiangsu Jinlv Huazhu Hotel Management Co., Ltd.
Shanghai Xingqing Hotel Management Co., Ltd.
30% equity interests owned by
Shanghai Qiting Hotel Management Co., Ltd.
99.9999% equity interests owned by
Kunshan Jizhu Enterprise Management Co., Ltd.
99.99% equity interests owned by
Zhengzhou Tiancheng Express Hotel Co. Ltd.
65% equity interests owned by
Jiangsu Jinlv Huazhu Hotel Management Co., Ltd.
39% equity interests owned by
Ningbo Hongting Investment Management Center
LLP
2.64
2.65
2.66
2.67
2.68
2.69
Yagao Meihua Hotel Management Co., Ltd., and 60% equity
interests controlled by Hanting Xingkong (Shanghai) Hotel
Management Co., Ltd.
Ningbo Hongting Investment Management Center LLP, and
0.0001% equity
interests owned by Ningbo Huating
Investment Consulting Co., Ltd.
Ningbo Hongting Investment Management Center LLP, and
0.01% equity interests owned by Huazhu Hotel Management
Co., Ltd.
Henan Zhongzhou Express Hotel Investment Co., Ltd., and
35% equity interests owned by Huazhu Hotel Management
Co., Ltd.
Huazhu Hotel Management Co., Ltd., and 15% equity
interests owned by Ningbo Futing Enterprise Management
Co., Ltd.
Ningbo Qiji Galaxy Investment Management Center LLP
acts as the GP and holds 12.09% of partnership share,
Huazhu Hotel Management Co., Ltd. acts as the LP and
holds 27.91% of partnership share
Exhibit 12.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
I, Hui Jin, certify that:
1.
I have reviewed this annual report on Form 20-F of Huazhu Group Limited;
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 this annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting;
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: April 27, 2022
By:
/s/ Hui Jin
Name:
Title:
Hui Jin
Chief Executive Officer
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 12.2
I, Hui Chen, certify that:
1.
I have reviewed this annual report on Form 20-F of Huazhu Group Limited;
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 Rule 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 this annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting;
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:
By:
April 27,2022
/s/ Hui Chen
Name: Hui Chen
Title: Chief Financial Officer
Exhibit 13.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The certification set forth below is being submitted to the Securities and Exchange Commission in connection with the Annual
Report on Form 20-F for the year ended December 31, 2021 (the “Report”) of Huazhu Group Limited (the “Company”) for the purpose
of complying with Rule 13a-14(b) or Rule 15d14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of
Chapter 63 of Title 18 of the United States Code.
Hui Jin, the Chief Executive Officer of the Company, and Hui Chen, the Chief Financial Officer of the Company, each certifies
that, to the best of his or her knowledge:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2)
operations of the Company.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
Date:April 27, 2022
By:
By:
/s/ Hui Jin
Name: Hui Jin
Title:
Chief Executive Officer
/s/ Hui Chen
Name: Hui Chen
Title:
Chief Financial Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-258001 on Form F-3 and Registration Statement
Nos.333-166179, 333-192295 and 333-203460 on Form S-8 of our reports dated April 27, 2022, relating to the financial statements of
Huazhu Group Limited and the effectiveness of Huazhu Group Limited’s internal control over financial reporting appearing in this
Annual Report on Form 20-F for the year ended December 31, 2021.
Exhibit 15.1
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 27, 2022