华住酒店集团美股招股说明书(2020-09-09版)

424B5 1 a2242336z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-221129 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell these securities, nor are they soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION,DATED SEPTEMBER 9, 2020 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated October 26, 2017) Huazhu Group Limited 20,422,150 Ordinary Shares We are offering 20,422,150 ordinary shares, par value US$0.0001 per share, as part of a global offering, or the Global Offering, consisting of an international offering of 18,379,850 ordinary shares offered hereby, and a Hong Kong public offering of 2,042,300 ordinary shares. Our ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol "HTHT." On September 8, 2020, the last reported trading price of our ADSs on Nasdaq was US$43.41 per ADS, or HK$336.44 per ordinary share, based upon an exchange rate of HK$7.7502 to US$1.00. Each ADS represents one ordinary share. We will determine the offer price for both the international offering and the Hong Kong public offering by reference to, among other factors, the closing price of our ADSs on the last trading day before the pricing of the Global Offering, which is expected to be on or about September 16, 2020. The maximum offer price for the Hong Kong public offering is HK$368.00, or US$47.48, per ordinary share (equivalent to US$47.48 per ADS). The allocation of ordinary shares between the international offering and the Hong Kong public offering is subject to reallocation. For more information, see "Underwriting (Conflicts of Interest)" beginning on page S-61 of this prospectus supplement. The public offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See "Underwriting—Pricing and Allocation." The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for ordinary shares sold in the United States, as well as for ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States. We have applied to list our ordinary shares on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, under the stock code "1179." See "Risk Factors" beginning on page S-31 for a discussion of certain risks that should be considered in connection with an investment in our ordinary shares. Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.PRICE HK$ PER ORDINARY SHARE PerOrdinaryShare Total Public offering price HK$ (1)HK$ Underwriting discounts and commissions(2) HK$ HK$ Proceeds to us (before expenses)(3) HK$ HK$ (1)Equivalent to US$ per ADS, based upon each ADS representing one ordinary share and an exchange rate of HK$7.7502 to US$1.00 as of August 28, 2020, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. (2)See "Underwriting (Conflicts of Interest)" beginning on page S-61 of this prospectus supplement for additional information regarding total underwriting compensation. (3)Includes estimated net proceeds of HK$ from the sale of 2,042,300 ordinary shares in the Hong Kong public offering. We have granted the international underwriters an option, exercisable by Goldman Sachs (Asia) L.L.C., CMB International Capital Limited, CLSA Limited, J.P. Morgan Securities (Asia Pacific) Limited and Morgan Stanley Asia Limited, or the Joint Global Coordinators, on behalf of the international underwriters, to purchase up to an additional 3,063,300 ordinary shares at the international offer price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. Goldman Sachs (Asia) L.L.C. or its affiliate expects to enter into a borrowing arrangement with Winner Crown Holdings Limited ("Winner Crown") to facilitate the settlement of over-allocations. Goldman Sachs (Asia) L.L.C. or its affiliate is obligated to return ordinary shares to Winner Crown by exercising the option to purchase additional ordinary shares from us or by making purchases in