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) |
Tong Tong Zhao Flat A, 31F., Tower 1, 8 WaiYin Path, Homantin Hillside Kowloon, K3, 000000 852 95459761 (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
TONG TONG ZHAO | ||||||||
| 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
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
263,246,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to 4: Not applicable. Note to 7 and 9: These securities include (i) 100,000 Ordinary Shares of which the record owner is the Reporting Person, and (ii) 262,246,520 Ordinary Shares held by East Leader International Limited ("East Leader"). East Leader is wholly owned by Perfect Will Holdings Limited ("Perfect Will"), which is in turn wholly owned by Trident Trust. With effect from August 4, 2021, Trident Trust acts as trustee of the Tanya Trust, of which the Reporting Person and her family members are the beneficiaries. By virtue of these arrangements, the Reporting Person may be deemed to have sole voting power and 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
|
| CUSIP No. | 44332N106 |
| 1 |
Name of reporting person
EAST LEADER INTERNATIONAL 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
262,246,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 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 262,246,520 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
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| CUSIP No. | 44332N106 |
| 1 |
Name of reporting person
PERFECT WILL 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
262,246,520.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 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 262,246,520 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 the following persons (collectively, the "Reporting Persons"): (i) Tong Tong Zhao, (ii) East Leader International Limited ("East Leader"), and (iii) Perfect Will Holdings Limited ("Perfect Will"). Neither of East Leader or Perfect Will has any executive officers. | |
| (b) | The home address for Tong Tong Zhao is: Flat A, 31F., Tower 1, 8 WaiYin Path, Homantin Hillside, Kowloon, HongKong The principal business office for East Leader is: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands The principal business office for Perfect Will is: 77 Robinson Road #20-01, Robinson Road Singapore 068896 | |
| (c) | Tong Tong Zhao is the sole director of East Leader and an investor of the Issuer. Jacinar Limited is the director of Perfect Will and it is a corporate director. The place of organization of Jacinar Limited is British Virgin Islands, and the business address of Jacinar Limited is Trident Chambers P.O. Box 146, Road Town, Tortola, VG1110, British Virgin Islands. The principal business of both East Leader and Perfect Will is investment holding. | |
| (d) | Neither any of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Item 2(c) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Neither any of the Reporting Persons nor, to the best of their knowledge, , any of the persons listed in Item 2(c) 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 Tong Tong Zhao is Canada. The place of organization of East Leader and Perfect Will is the British Virgin Islands. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No modification. | ||
| 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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