Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
H World Group Limited (Name of Issuer) |
Ordinary shares, par value $0.00001 per share ("Ordinary Shares") and American Depositary Shares ("ADSs"), each representing ten (10) Ordinary Shares (Title of Class of Securities) |
44332N106 (CUSIP Number) |
Qi Ji No. 1299 Fenghua Road, Jiading District Shanghai, F4, 201803 86 21 6195 2011 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 44332N106 |
| 1 |
Name of reporting person
Qi Ji | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SINGAPORE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
718,292,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 4: Not applicable. Note to 7: These securities include (i) 686,058,230 Ordinary Shares and 1,243,127 ADSs representing 12,431,270 Ordinary Shares of which the record owner is Winner Crown Holdings Limited ("Winner Crown"), (ii) 4,895,370 Ordinary Shares and 1,100,958 ADSs representing 11,009,580 Ordinary Shares held by Qi Ji, (iii) 1,005,660 Ordinary Shares underlying options held by Qi Ji that are exercisable within 60 days from the date of this Amendment, (iv) 855,960 Ordinary Shares held by certain participants of the Issuer's amended and restated 2023 share incentive plan (the "Amended 2023 Plan"), over which the Reporting Person has voting power pursuant to the relevant award agreements and over which the Reporting Person has disclaimed economic interests; and (v) 2,036,810 Ordinary Shares underlying options held by certain participants of the Issuer's Amended 2023 Plan exercisable within 60 days from the date of this Amendment, over which the Reporting Person has voting power pursuant to the relevant award agreements and over which the Reporting Person has disclaimed economic interests. Winner Crown is wholly owned by Sherman Holdings Limited, a Bahamas company, which is in turn owned 100% by vote and value by the Ji Family Trust, which is a revocable trust established under the laws of the Republic of Singapore. Butterfield Trust (Asia) Limited acts as trustee of the Ji Family Trust, of which the Reporting Person and his family members are beneficiaries. By virtue of
these arrangements, the Reporting Person may be deemed to have sole voting power with respect to these securities. Note to 9: These securities include (i) 686,058,230 Ordinary Shares and 1,243,127 ADSs representing 12,431,270 Ordinary Shares of which the record owner is Winner Crown, (ii) 4,895,370 Ordinary Shares and 1,100,958 ADSs representing 11,009,580 Ordinary Shares held by Qi Ji, and (iii) 1,005,660 Ordinary Shares underlying options held by Qi Ji that are exercisable within 60 days from the date of this Amendment. Winner Crown is wholly owned by Sherman Holdings Limited, a Bahamas company, which is in turn owned 100% by vote and value by the Ji Family Trust, which is a revocable trust established under the laws of the Republic of Singapore. Butterfield Trust (Asia) Limited acts as trustee of the Ji Family Trust, of which the Reporting Person and his family members are beneficiaries. By virtue of this affiliation, the Reporting Person may be deemed to have sole dispositive power with respect to these securities. Note to 11: Based upon 3,078,924,710 Ordinary Shares outstanding as of September 30, 2025 according to the records of the Issuer.
SCHEDULE 13D
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| CUSIP No. | 44332N106 |
| 1 |
Name of reporting person
Winner Crown Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
698,489,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to 4: Not applicable. Note to 7 and 9: These securities include 686,058,230 Ordinary Shares and 1,243,127 ADSs representing 12,431,270 Ordinary Shares of which the record owner is the Reporting Person. Note to 11: Based upon 3,078,924,710 Ordinary Shares outstanding as of September 30, 2025 according to the records of the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value $0.00001 per share ("Ordinary Shares") and American Depositary Shares ("ADSs"), each representing ten (10) Ordinary Shares | |
| (b) | Name of Issuer:
H World Group Limited | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 1299 Fenghua Road, Jiading District, Shanghai,
CHINA
, 201803. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 30, 2017, as amended by the Amendment No. 1 filed with the SEC on December 13, 2019 (as amended, the "Previous Schedule 13D"), with respect to ordinary shares, par value $0.00001 per share ("Ordinary Shares") and American Depositary Shares ("ADSs"), each representing ten (10) Ordinary Shares, of H World Group Limited (previously named as Huazhu Group Limited and China Lodging Group, Limited, the "Issuer"). Capitalized terms used, but not defined herein, have the meanings ascribed to them in the Previous Schedule 13D. Item 1 of the Previous Schedule 13D is hereby amended and restated as follows: This Amendment relates to the Ordinary Shares and ADSs of the Issuer. The principal executive offices of the Issuer are located at No. 1299 Fenghua Road, Jiading District, Shanghai, People's Republic of China. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment is filed jointly by Qi Ji and Winner Crown Holdings Limited ("Winner Crown") (collectively, the "Reporting Persons"). Winner Crown has no executive officers. | |
| (b) | The home address for Qi Ji is: 94 cove drive Singapore 098126. The principal business office for Winner Crown is: No. 1299 Fenghua Road, Jiading District, Shanghai, People's Republic of China. | |
| (c) | Qi Ji is the executive chairman of the board of the Issuer and the sole director of Winner Crown. The principal business of Winner Crown is investment holding. | |
| (d) | Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The citizenship of Qi Ji is Singapore. The place of organization of Winner Crown is the British Virgin Islands. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Previous Schedule 13D is hereby amended and supplemented by adding the following: Pursuant to the Issuer's Amended 2023 Plan and the related restricted stock award agreements, the Issuer granted Mr. Qi Ji an aggregate of 40,227,250 shares of restricted stock upon the terms and subject to the conditions, restrictions and limitations contained in the Amended 2023 Plan and the related restricted stock award agreements. 804,540 shares of these restricted stock have vested as of the date hereof, and the remaining 39,422,710 shares of these restricted stock will be fully vested by December 31, 2034. Pursuant to the Amended 2023 Plan and the related award agreements, the Issuer granted Mr. Qi Ji options to purchase 8,045,450 Ordinary Shares upon the terms and subject to the conditions, restrictions and limitations contained in the Amended 2023 Plan and the related option award agreements. 938,620 options have vested as of the date hereof, and the remaining 7,106,830 options will be fully vested by May 31, 2031. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4. Item 4 of the Previous Schedule 13D is hereby amended and supplemented by adding the following: On October 20, 2025, East Leader International Limited, a shareholder of the Issuer, executed a revocation of power of attorney (the "Revocation of Power of Attorney"), which revoked the power of attorney (the "Power of Attorney") granted by East Leader International Limited on November 27, 2014 to Mr. Qi Ji to act as its true and lawful attorney in its name and undertake on its behalf specific tasks outlined in the Power of Attorney. The foregoing description of the Revocation of Power of Attorney is qualified in its entirety by reference to the full text of the Revocation of Power of Attorney, which is filed as Exhibit 99.1 herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Each of the Reporting Persons' current ownership in the securities of the Issuer is set forth on the cover pages to this Amendment and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on 3,078,924,710 Ordinary Shares outstanding as of September 30, 2025 according to the records of the Issuer. The Reporting Persons disclaim membership in any "group" with any person other than the Reporting Persons. | |
| (b) | The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Amendment are hereby incorporated by reference in this Item 5. | |
| (c) | Other than as described in Items 3 and 4 above, there have been no transactions in the class of securities reported on that were effected during the past sixty days by any of the Reporting Persons. | |
| (d) | Except as disclosed in this Amendment, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares of the Issuer beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Previous Schedule 13D is hereby amended and restated as follows: The information set forth in Item 4 of this Amendment is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Previous Schedule 13D is hereby amended by adding the following: Revocation of Power of Attorney, dated October 20, 2025, executed by East Leader International Limited. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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