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Name | Symbol | Market | Type |
---|---|---|---|
H World Group Ltd | NASDAQ:HTHT | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-1.02 | -3.28% | 30.10 | 29.89 | 30.80 | 31.04 | 29.87 | 31.00 | 2,076,086 | 22:00:02 |
|
Cayman Islands
(State or other jurisdiction of
Incorporation or Organization) |
| |
Not Applicable
(I.R.S. Employer
Identification Number) |
|
|
Jun Zou
Chief Financial Officer H World Group Limited No. 1299 Fenghua Road Jiading District Shanghai 201803 People’s Republic of China (86) 21 6195-2011 |
| |
Shuang Zhao
Cleary Gottlieb Steen & Hamilton LLP 37th Floor, Hysan Place 500 Hennessy Road, Causeway Bay Hong Kong (852) 2532-3783 |
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Page
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| | | | 40 | | | |
| | | | A-1 | | |
Cash transfer between our company, subsidiaries(1) and VIEs
(RMB in millions) Cash flows between subsidiaries and VIEs |
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Loans from subsidiaries to the VIEs under the contractual arrangement
|
| | | | — | | | | | | 1 | | | | | | — | | |
Cash receipts by the VIEs from subsidiaries for services
|
| | | | 34 | | | | | | 30 | | | | | | 21 | | |
Loans to subsidiaries by the VIEs
|
| | | | (21) | | | | | | (2) | | | | | | — | | |
Repayment of loans by subsidiaries
|
| | | | 7 | | | | | | 5 | | | | | | — | | |
Cash flows between holding company and subsidiaries
|
| |
2021
|
| |
2022
|
| |
2023
|
| |||||||||
Loans to subsidiaries
|
| | | | (1,050) | | | | | | (750) | | | | | | (987) | | |
Repayment of loans by subsidiaries
|
| | | | — | | | | | | 4,165 | | | | | | 2,061 | | |
Loans from subsidiaries
|
| | | | — | | | | | | 798 | | | | | | 2,574 | | |
Repayment of loans from subsidiaries
|
| | | | — | | | | | | — | | | | | | (540) | | |
| | |
Taxation Scenario(1)
Statutory Tax and Standard Rates |
| |||
Hypothetical pre-tax earnings in the PRC subsidiaries/VIEs
|
| | | | 100% | | |
Tax on earnings at statutory rate of 25% at WFOE(2) level
|
| | | | (25)% | | |
Amount to be distributed as dividend from WFOE(2) to Hong Kong or Singapore entities
|
| | | | 75% | | |
Withholding tax at standard rate of 10%(3)
|
| | | | (7.5)% | | |
Amount to be distributed as dividend at Hong Kong entities level/Singapore entities level
and net distribution to H World Group Limited(4) |
| | | | 67.5% | | |
Selling Securityholder
|
| |
Number of
Ordinary Shares Represented by ADSs to be Delivered upon Exchange |
| |
Number of
ADSs to be Delivered upon Exchange |
| |
Ownership of Shares
Before Exchange |
| |
Ownership of Shares
After Giving Effect to Exchange |
| ||||||||||||||||||||||||
|
Number
of Shares |
| |
% of
Outstanding Shares |
| |
Number
of Shares |
| |
% of
Outstanding Shares |
| ||||||||||||||||||||||||||
Trip.com(1) | | | | | 128,107,500 | | | | | | 12,810,750 | | | | | | 220,494,460 | | | | | | 7.0% | | | | | | 92,386,960 | | | | | | 3.0% | | |
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Page
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ARTICLE 1
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Definitions
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| ||||||
| | | | 1 | | | |
| | | | 10 | | | |
ARTICLE 2
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Issue, Description, Execution, Registration and Exchange of Notes
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| | | | 10 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
| | | | 17 | | | |
| | | | 17 | | | |
| | | | 18 | | | |
| | | | 18 | | | |
| | | | 18 | | | |
ARTICLE 3
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Satisfaction and Discharge
|
| ||||||
| | | | 18 | | | |
ARTICLE 4
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Particular Covenants of the Company
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| | | | 19 | | | |
| | | | 19 | | | |
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| | | | 20 | | | |
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| | | | 21 | | | |
| | | | 22 | | | |
| | | | 22 | | | |
| | | | 23 | | | |
ARTICLE 5
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Lists of Holders and Reports by the Company and the Trustee
|
| ||||||
| | | | 23 | | | |
| | | | 23 | | | |
ARTICLE 6
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Defaults and Remedies
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| | | | 23 | | | |
| | | | 24 | | |
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Page
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| | | | 28 | | | |
| | | | 28 | | | |
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ARTICLE 7
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| ||||||
Concerning the Trustee
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| | | | 28 | | | |
| | | | 30 | | | |
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| | | | 34 | | | |
| | | | 34 | | | |
ARTICLE 8
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| ||||||
Concerning the Holders
|
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| | | | 35 | | | |
| | | | 35 | | | |
| | | | 35 | | | |
| | | | 35 | | | |
| | | | 36 | | | |
ARTICLE 9
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Holders’ Meetings
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| ||||||
| | | | 36 | | | |
| | | | 36 | | | |
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Page
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ARTICLE 10
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Supplemental Indentures
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| | | | 38 | | | |
| | | | 38 | | | |
| | | | 39 | | | |
| | | | 39 | | | |
| | | | 39 | | | |
ARTICLE 11
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Consolidation, Merger, Sale, Conveyance and Lease
|
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| | | | 40 | | | |
| | | | 40 | | | |
| | | | 40 | | | |
ARTICLE 12
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Immunity of Incorporators, Stockholders, Officers and Directors
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| ||||||
| | | | 41 | | | |
ARTICLE 13
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Intentionally Omitted
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ARTICLE 14
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Exchange of Notes
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| ||||||
| | | | 41 | | | |
| | | | 43 | | | |
| | | | 46 | | | |
| | | | 48 | | | |
| | | | 55 | | | |
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| | | | 59 | | | |
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| | | | 60 | | | |
| | | | 60 | | | |
ARTICLE 15
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Repurchase of Notes at Option of Holders
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| | | | 60 | | | |
| | | | 62 | | | |
| | | | 64 | | | |
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Page
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ARTICLE 16
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Optional Redemption, Cleanup Redemption and Tax Redemption
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| | | | 65 | | | |
| | | | 66 | | | |
| | | | 66 | | | |
| | | | 67 | | | |
| | | | 68 | | | |
| | | | 68 | | | |
ARTICLE 17
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Miscellaneous Provisions
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| | | | 68 | | | |
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| | | | 70 | | | |
| | | | 71 | | |
| | | | | A-1 | | | |
| | | | | B-1 | | |
| | |
ADS price
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective date
|
| |
US$33.63
|
| |
US$36.00
|
| |
US$40.36
|
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US$45.00
|
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US$52.47
|
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US$60.00
|
| |
US$70.00
|
| |
US$80.00
|
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US$100.00
|
| |
US$125.00
|
| |
US$150.00
|
| |||||||||||||||||||||||||||||||||
July 20, 2020
|
| | | | 4.9558 | | | | | | 4.0722 | | | | | | 2.8997 | | | | | | 2.0809 | | | | | | 1.2897 | | | | | | 0.8413 | | | | | | 0.5044 | | | | | | 0.3121 | | | | | | 0.1174 | | | | | | 0.0223 | | | | | | 0.0000 | | |
July 1, 2021
|
| | | | 4.9558 | | | | | | 4.0722 | | | | | | 2.8669 | | | | | | 2.0031 | | | | | | 1.2037 | | | | | | 0.7702 | | | | | | 0.4550 | | | | | | 0.2791 | | | | | | 0.1033 | | | | | | 0.0189 | | | | | | 0.0000 | | |
July 1, 2022
|
| | | | 4.9558 | | | | | | 4.0722 | | | | | | 2.7428 | | | | | | 1.8578 | | | | | | 1.0821 | | | | | | 0.6793 | | | | | | 0.3954 | | | | | | 0.2405 | | | | | | 0.0872 | | | | | | 0.0143 | | | | | | 0.0000 | | |
July 1, 2023
|
| | | | 4.9558 | | | | | | 3.7519 | | | | | | 2.4876 | | | | | | 1.6611 | | | | | | 0.9369 | | | | | | 0.5730 | | | | | | 0.3273 | | | | | | 0.1974 | | | | | | 0.0702 | | | | | | 0.0099 | | | | | | 0.0000 | | |
July 1, 2024
|
| | | | 4.9558 | | | | | | 3.7100 | | | | | | 2.2924 | | | | | | 1.4380 | | | | | | 0.7578 | | | | | | 0.4472 | | | | | | 0.2514 | | | | | | 0.1515 | | | | | | 0.0535 | | | | | | 0.0062 | | | | | | 0.0000 | | |
July 1, 2025
|
| | | | 4.9558 | | | | | | 3.1006 | | | | | | 1.8625 | | | | | | 1.1129 | | | | | | 0.5403 | | | | | | 0.3038 | | | | | | 0.1690 | | | | | | 0.1033 | | | | | | 0.0367 | | | | | | 0.0031 | | | | | | 0.0000 | | |
July 1, 2026
|
| | | | 4.9558 | | | | | | 2.9961 | | | | | | 1.4893 | | | | | | 0.7151 | | | | | | 0.2741 | | | | | | 0.1450 | | | | | | 0.0837 | | | | | | 0.0535 | | | | | | 0.0194 | | | | | | 0.0011 | | | | | | 0.0000 | | |
July 1, 2027
|
| | | | 4.9558 | | | | | | 2.9961 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | | | | | 0.0000 | | |
| | | | TRIP.COM GROUP LIMITED | | ||||||
| | | | By: | | |
/s/ Cindy Xiaofan Wang
|
| |||
| | | | | | | Name: | | | Cindy Xiaofan Wang | |
| | | | | | | Title: | | | Chief Financial Officer | |
| | | | THE BANK OF NEW YORK MELLON, as Trustee | | ||||||
| | | | By: | | |
/s/ Mir Sajid Hussain
|
| |||
| | | | | | | Name: | | | Mir Sajid Hussain | |
| | | | | | | Title: | | | Vice President | |
| No. [ ] | | |
[Initially]1 US$[ ]
|
|
| 1 | | | Include if a Global Note. | |
| 2 | | | Include if a Global Note. | |
| 3 | | | Include if a Physical Note. | |
| 4 | | | Include if a Global Note. | |
| 5 | | | Include if a Physical Note. | |
Date of exchange
|
| |
Amount of
decrease in principal amount of this Global Note |
| |
Amount of
increase in principal amount of this Global Note |
| |
Principal amount
of this Global Note following such decrease or increase |
| |
Signature of
authorized signatory of Trustee |
| ||||||||||||
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| | | | | | | | | | | | | | | | | | | | | | | | | |
Date of exchange
|
| |
Amount of
decrease in principal amount of this Global Note |
| |
Amount of
increase in principal amount of this Global Note |
| |
Principal amount
of this Global Note following such decrease or increase |
| |
Signature of
authorized signatory of Trustee |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Dated:
|
| |
|
|
| | |
Signature(s)
|
| |
|
Signature Guarantee
Signature(s) must be guaranteed
by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if ADSs are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder. |
| | |
| Fill in for registration of ADSs if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: | | | | |
|
(Name)
|
| | | |
|
(Street Address)
|
| | | |
|
(City, State and Zip Code)
Please print name and address |
| | | |
| | | | Principal amount to be exchanged (if less than all): US$ ,000 | |
| | | | NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. | |
| | | |
Social Security or Other Taxpayer
Identification Number |
|
|
Certificate Number(s):
|
| | | |
|
Dated:
|
| | | |
| | | |
Signature(s)
|
|
| | | |
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if less than all): US$ ,000
NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
|
|
|
Certificate Number(s):
|
| | | |
|
Dated:
|
| | | |
| | | |
Signature(s)
|
|
| | | |
Social Security or Other Taxpayer
Identification Number
Principal amount to be repaid (if less than all): US$ ,000
NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever.
|
|
|
Dated:
|
| | ||
|
|
| | | |
|
Signature(s)
|
| | | |
|
Signature Guarantee
Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.
|
| |
| | | | [Name] | |
| | | |
By:
Name:
Title: |
|
Name
|
| |
Title, Fax No., Email
|
| |
Signature
|
| |
Tel No.
|
|
| | | | | | | ||||
| | | | | | | ||||
| | | | | | | |
|
Signatures
|
| |
Title
|
|
|
/s/ Qi Ji
Qi Ji
|
| |
Executive Chairman of the Board of Directors
|
|
|
/s/ Hui Jin
Hui Jin
|
| |
Chief Executive Officer (Principal Executive Officer)
|
|
|
/s/ John Jiong Wu
John Jiong Wu
|
| |
Independent Director
|
|
|
/s/ Tong Tong Zhao
Tong Tong Zhao
|
| |
Independent Director
|
|
|
/s/ Jie Zheng
Jie Zheng
|
| |
Executive Director
|
|
|
/s/ Jian Shang
Jian Shang
|
| |
Independent Director
|
|
|
/s/ Theng Fong Hee
Theng Fong Hee
|
| |
Independent Director
|
|
|
/s/ Lei Cao
Lei Cao
|
| |
Independent Director
|
|
|
/s/ Jun Zou
Jun Zou
|
| |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
Exhibit 5.1
![]() |
CONYERS DILL & PEARMAN |
29th Floor | |
One Exchange Square | |
8 Connaught Place | |
Central | |
Hong Kong | |
T +852 2524 7106 | F +852 2845 9268 | |
conyers.com |
17 July 2024
Matter No.:838456
852 2842 9530
Richard.hall@conyers.com
H World Group Limited
No.1299 Fenghua Road
Jiading District
Shanghai (201803)
People’s Republic of China
Dear Sir/Madam,
Re: H World Group Limited 華住集團有限公司 (the “Company”)
We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on Form F-3 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about 17 July 2024 under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and the prospectus forming a part of the registration Statement (the “Prospectus”) through which Trip.com will offer ordinary shares, par value US$0.00001 each, held in the form of American depositary shares, in the Company, from time to time.
1. | DOCUMENTS REVIEWED |
For the purposes of giving this opinion, we have examined the following document(s):
1.1. | the Registration Statement; and |
1.2. | the Prospectus. |
The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We have also reviewed:
1.3. | a copy of the Memorandum and Articles of Association of the Company, each certified by the registered office of the Company on 11 July 2024; |
1.4. | copies of the Certificate of Incorporation of the Company dated 4 January 2007 and the Certificates of Incorporation on Change of Name of the Company dated 1 June 2018 and 27 June 2022; |
1.5. | a copy of minutes of a meeting of the board of directors of the Company held on 20 July 2020 (the "Resolutions"); |
Partners: Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Michael J. Makridakis, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo
Consultant: David M. Lamb
BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS
1.6. | a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 11 July 2024 (the “Certificate Date”); and |
1.7. | such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. |
2. | ASSUMPTIONS |
We have assumed:
2.1. | the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; |
2.2. | that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; |
2.3. | the capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective obligations under the Documents; |
2.4. | the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby; |
2.5. | the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; |
2.6. | that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; |
2.7. | that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; |
2.8. | the validity and binding effect under the laws of the State of New York, United States of America (the “Foreign Laws”) of the Documents which are expressed to be governed by such Foreign Laws in accordance with their respective terms; and |
2.9. | that on the date of entering into the Document(s) the Company is and after entering into the Documents will be able to pay its debts as they become due. |
3. | QUALIFICATIONS |
3.1. | The obligations of the Company under the Document(s): |
(a) | will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions; |
conyers.com | 2 |
(b) | will be subject to statutory limitation of the time within which proceedings may be brought; |
(c) | will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available; |
(d) | may not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and |
(e) | may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the Documents if there are other proceedings in respect of the Documents simultaneously underway against the Company in another jurisdiction. |
3.2. | We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. |
3.3. | We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. |
4. | OPINION |
On the basis of and subject to the foregoing, we are of the opinion that:
4.1. | The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (“Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act. |
4.2. | Based solely upon our review of the memorandum of association of the Company, the authorised share capital of the Company is US$900,000 divided into 80,000,000,000 ordinary shares of par value US$0.00001 each and 10,000,000,000 preferred shares of par value US$0.00001 each. |
4.3. | Based solely upon our review of the register of members of the Company certified by the registered office of the Company on 11 July 2024, Trip.com Group Limited is the registered holder of 188,494,460 ordinary shares of par value US$0.00001 each and such ordinary shares are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated April 23, 2024, relating to the financial statements of H World Group Limited and the effectiveness of H World Group Limited’s internal control over financial reporting appearing in the Annual Report on Form 20-F for the year ended December 31, 2023. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
July 17, 2024
Exhibit 23.3
26/F HKRI Centre One, HKRI Taikoo Hui
288 Shimen Road (No.1),
Shanghai 200041, P. R. China
T: (86-21) 5298-5488
F: (86-21) 5298-5492
July 17, 2024
H World Group Limited
No. 1299 Fenghua Road
Jiading District
Shanghai 201803
People’s Republic of China
Dear Sir/Madam:
We hereby consent to the references to our firm’s name under the headings “Our Company”, “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in H World Group Limited’s registration statement on Form F-3 (the “Registration Statement”), which will be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof. We also consent to the filing of this consent letter with the SEC as an exhibit to the Registration Statement.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Very truly yours,
/s/ JunHe LLP | |
JunHe LLP |
Beijing Head Office Tel: (86-10) 8519-1300 Fax: (86-10) 8519-1350
|
Shanghai Office Tel: (86-21) 5298-5488 Fax: (86-21) 5298-5492 |
Guangzhou Office Tel: (86-20) 2805-9088 Fax: (86-20) 2805-9099 |
Shenzhen Office Tel: (86-755) 2939-5288 Fax: (86-755) 2939-5289 |
Hangzhou Office Tel: (86-571) 2689-8188 Fax: (86-571) 2689-8199 |
Chengdu Office Tel: (86-28) 6739-8000 Fax: (86-28) 6739-8001
|
Xi'an Office Tel: (86-29) 8550-9666 |
Qingdao Office Tel: (86-532) 6869-5000 Fax: (86-532) 6869-5010 |
Dalian Office Tel: (86-411) 8250-7578 Fax: (86-411) 8250-7579 |
Haikou Office Tel: (86-898) 3633-3401 Fax: (86-898) 3633-3402 |
Hong Kong Office Tel: (852) 2167-0000 Fax: (852) 2167-0050 |
New York Office Tel: (1-737) 215-8491 Fax: (1-737) 215-8491 |
Silicon Valley Office Tel: (1-888) 886-8168 Fax: (1-888) 808-2168 |
Seattle Office Tel: (1-425) 448-5090 Fax: (1-888) 808-2168 |
www.junhe.com |
Exhibit 107.1
Calculation of Filing Fee Tables
Form F-3
(Form Type)
H World Group Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title(1) |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Unsold Securities to be Carried | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | Equity | Ordinary share, US$0.00001 par value | 415(a)(6) | (2)(3) | $500,050,310(3) | F-3ASR(3) | 333-258001(3) | July 19, 2021(3) | $54,555.49(3) | |||
Total Offering Amounts | $500,050,310(3) | N/A | ||||||||||
Total Fees Previously Paid | N/A | |||||||||||
Total Fee Offsets | N/A | |||||||||||
Net Fee Due | N/A |
(1) | American Depositary Shares evidenced by American Depositary Receipts issuable on deposit of ordinary shares registered hereby have been registered under a separate statement on Form F-6 (Registration No. 333-225171). Each American Depositary Share represents ten ordinary shares. |
(2) | The ordinary shares registered hereby are for issuance to holders of US$500,000,000 1.5% exchangeable senior notes due 2027 of Trip.com Group Limited (the “Notes”) upon exchange of such notes in accordance with their terms. Each US$1,000 principal amount of the Notes will be exchangeable into 25.6215 American Depositary Shares, as adjusted from an initial exchange rate of 24.7795, which may be further adjusted in accordance with the terms of the Notes. In addition, an indeterminate number of additional ordinary shares that may be issued under adjustment provisions are being registered pursuant to Rule 416 of the Securities Act. |
(3) | Pursuant to Rule 415(a)(6) of the Securities Act, this Registration Statement includes and carries forward $500,050,310 of ordinary shares (“Unsold Securities”) issuable upon exchange of the Notes but not yet issued or delivered, which were previously registered by the Registrant pursuant to its registration statement on Form F-3 (File No. 333-258001) with the Securities and Exchange Commission on July 19, 2021. Filing fees of $54,555.49 have previously been paid with respect to such Unsold Securities. In accordance with Rule 415(a)(6) of the Securities Act, these filing fees will continue to be applied to such Unsold Securities and are being carried forward to this Registration Statement. Accordingly, no additional filing fee is due with respect to the Unsold Securities in connection with the filing of this Registration Statement. The Registrant is not registering any securities on this Registration Statement, other than the Unsold Securities. Pursuant to Rule 415(a)(6), effectiveness of this Registration Statement will be deemed to terminate the Registrant’s prior registration statement (File No. 333-258001). |
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