H World Group Ltd — Regulatory Filings 2023

Jul 24, 2023

6-K 1 tm2321876d1_6k.htm FORM 6-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2023

Commission File Number: 001-34656

H World Group Limited

(Registrant’s name)

No. 1299 Fenghua Road

Jiading District

Shanghai People’s Republic of China (86) 21 6195-2011 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): ¨

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EXPLANATORY NOTE

This report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the registrant’s Registration Statement on Form F-3, as amended, initially filed with the U.S. Securities and Exchange Commission on July 19, 2021 (Registration No. 333-258001), and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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Adoption of the 2023 Share Incentive Plan

H World Group Limited (the “Company”) adopted the 2023 Share Incentive Plan (the “2023 Plan”), as approved and authorized by the board of directors of the Company on June 26, 2023. The Company may grant options, restricted stocks and restricted stock units pursuant to the 2023 Plan. Under the 2023 Plan, the maximum aggregate number of shares of the Company available for granting of awards shall be 20,000,000 ordinary shares, subject to adjustment as provided in the 2023 Plan.

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	2023 Share Incentive Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | H World Group Limited | | --- | --- | --- | | | | (Registrant) | | Date: July 24, 2023 | By: | /s/ Qi Ji | | | Name: | Qi Ji | | | Title: | Executive Chairman of the Board of Directors |

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