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H World Group Limited — Proxy Solicitation & Information Statement 2026
May 11, 2026
49747_rns_2026-05-11_f081b42b-c392-4fab-9313-8459067d2195.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

华住
WORLD
H World Group Limited
華住集團有限公司
(Formerly known as Huazhu Group Limited)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1179)
NOTICE OF 2026 ANNUAL GENERAL MEETING
Attached please find the notice of the 2026 annual general meeting (the "AGM") of H World Group Limited (the "Company" or "we"), which serves as the notice of annual general meeting required under Rule 13.71 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. This notice is also available for viewing on the Company's website at https://ir.hworld.com.
The AGM will be held on June 26, 2026 at 10:00 a.m. (local time), at our offices located at No. 1299 Fenghua Road, Jiading District, Shanghai, People's Republic of China to consider and, if thought fit, pass the following resolutions:
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THAT the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2026 and the authorization for the directors of the Company to determine the remuneration of the auditor be and is hereby authorized and approved;
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THAT the re-election of Mr. Justin Martin Leverenz (appointed by the board of directors of the Company on August 15, 2025) as a director of the Company, whose biography is attached to the proxy statement as Exhibit A, be and is hereby authorized and approved;
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THAT the re-election of Ms. Yi Zhang (alias Bonnie Yi Zhang) (appointed by the board of directors of the Company on August 15, 2025) as an independent director and the chairwoman of the audit committee of the Company, whose biography is attached to the proxy statement as Exhibit B, be and is hereby authorized and approved; and
- THAT each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company.
The Company will also lay its audited consolidated financial statements as of and for the year ended December 31, 2025, as contained in its annual report on Form 20-F and Hong Kong annual report published on April 24, 2026, before its shareholders.
By order of the Board
H World Group Limited
JI Qi
Executive Chairman
Hong Kong, May 11, 2026
As at the date of this announcement, the Board comprises Mr. JI Qi, the Executive Chairman, Ms. ZHENG Jie, the Executive Director and Mr. Justin Martin LEVERENZ, as directors; Mr. John WU Jiong, Mr. HEE Theng Fong, Ms. CAO Lei and Ms. ZHANG Yi (alias Bonnie Yi ZHANG) as independent directors.
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H WORLD GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)
NOTICE OF ANNUAL GENERAL MEETING
to be held on June 26, 2026
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of H World Group Limited (the “Company”) will be held at No. 1299 Fenghua Road, Jiading District, Shanghai, People’s Republic of China on June 26, 2026 at 10:00 a.m., local time, and at any adjourned or postponed meeting thereof, for the following purposes:
AGENDA
To consider and, if thought fit, pass the following resolutions:
- Resolved, As An Ordinary Resolution:
THAT the ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2026 and the authorization for the directors of the Company to determine the remuneration of the auditor be and is hereby authorized and approved.
- Resolved, As An Ordinary Resolution:
THAT the re-election of Mr. Justin Martin Leverenz (appointed by the board of directors of the Company on August 15, 2025) as a director of the Company, whose biography is set forth in Exhibit A, be and is hereby authorized and approved.
- Resolved, As An Ordinary Resolution:
THAT the re-election of Ms. Yi Zhang (alias Bonnie Yi Zhang) (appointed by the board of directors of the Company on August 15, 2025) as an independent director and the chairwoman of the audit committee of the Company, whose biography is set forth in Exhibit B, be and is hereby authorized and approved.
- Resolved, As An Ordinary Resolution:
THAT each director or officer of the Company or Conyers Trust Company (Cayman) Limited be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company.
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ORDINARY SHARES RECORD DATE AND ADS RECORD DATE
The board of directors of the Company has fixed the close of business on May 18, 2026 Hong Kong time, as the record date (the “Ordinary Shares Record Date”) of ordinary shares of the Company, par value US$0.00001 per share (“Ordinary Shares”). Holders of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM and any adjourned or postponed meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on May 18, 2026, New York time (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Ordinary Shares must give voting instructions to Citibank, N.A., the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM. Any ADS holder that wishes to attend the AGM or vote directly must cancel their ADS(s) in exchange for Ordinary Shares and will need to make arrangements to deliver their ADS(s) to Citibank, N.A., as depositary of the ADS(s), for cancellation with sufficient time to allow for the delivery and exchange of them for the underlying Ordinary Shares before the Ordinary Shares Record Date.
We encourage shareholders planning to attend the AGM in person to preregister by sending an email to [email protected].
PROXY FORMS AND ADS VOTING CARDS
A holder of Ordinary Shares as of the Ordinary Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need to instruct Citibank, N.A., the depositary of the ADSs, as to how to vote the Ordinary Shares represented by the ADSs. Please refer to the proxy form (for holders of Ordinary Shares) or ADS voting card (for holders of ADSs), which is attached to and made a part of this notice and also the proxy statement for further details and instructions. The proxy statement and the proxy form are also available for viewing on the “Investor Relations – News & Events – AGM Summary” section of our website at https://ir.hworld.com/news-and-events/agm-summary and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
Holders of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of Ordinary Shares) or your ADS voting card to Citibank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form via Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by no later than 10:00 a.m.,
Hong Kong time, on June 24, 2026 to ensure your representation at the AGM, and Citibank, N.A. must receive your ADS voting card by no later than 10:00 a.m., New York time, on June 17, 2026 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the AGM.
ANNUAL REPORT
You may obtain a copy of the Company’s annual report on Form 20-F and/or Hong Kong annual report, free of charge, from the Company’s website at https://ir.hworld.com, or from the SEC’s website at www.sec.gov (for the annual report on Form 20-F) or the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (for the Hong Kong annual report).
By Order of the Board
Qi JI
Executive Chairman
Hong Kong, May 11, 2026