SCHEDULE 13D/A: H World Group: Qi Ji Ownership Update, POA Revoked

H World Group Limited's Schedule 13D/A filing details updated beneficial ownership for Qi Ji and Winner Crown Holdings, alongside the revocation of a power of attorney granted to Qi Ji by East Leader International Limited.

Summary

• Qi Ji, the executive chairman of H World Group Limited, beneficially owns 718,292,880 Ordinary Shares, representing 23.3% of the class, as of October 20, 2025.
• Winner Crown Holdings Limited beneficially owns 698,489,500 Ordinary Shares, representing 22.7% of the class, as of October 20, 2025.
• The total Ordinary Shares outstanding used for percentage calculation is 3,078,924,710 as of September 30, 2025.
• Qi Ji's beneficial ownership includes shares held directly, through Winner Crown, and options exercisable within 60 days, as well as voting power over shares and options held by participants of the Amended 2023 Share Incentive Plan (disclaiming economic interest).
• East Leader International Limited revoked a Power of Attorney granted to Mr. Qi Ji on November 27, 2014, effective October 20, 2025, terminating his authority to act on its behalf.
• Mr. Qi Ji was granted 40,227,250 restricted shares under the Amended 2023 Plan, with 804,540 vested and the remainder vesting by December 31, 2034.
• Mr. Qi Ji was also granted options to purchase 8,045,450 Ordinary Shares, with 938,620 vested and the remainder vesting by May 31, 2031.

Sentiment

Score: 5

Explanation: The filing presents mixed news. While the grants of restricted stock and options to Mr. Qi Ji are positive for his long-term alignment with the company, the revocation of the Power of Attorney from East Leader International Limited reduces his immediate influence over certain shares, creating a neutral overall sentiment.

Positives

• Mr. Qi Ji received significant grants of 40,227,250 restricted shares and options to purchase 8,045,450 Ordinary Shares under the Amended 2023 Plan, aligning his long-term incentives with the company's performance.

Negatives

• East Leader International Limited revoked a Power of Attorney granted to Mr. Qi Ji, effective October 20, 2025, which terminates his authority to act on its behalf, potentially reducing his influence over a portion of the Issuer's shares.

Risks

• The revocation of the Power of Attorney from East Leader International Limited to Mr. Qi Ji could lead to a perceived reduction in Mr. Qi Ji's overall control or influence over certain shares, which might be viewed negatively by some investors.

Future Outlook

Mr. Qi Ji's long-term compensation is tied to the company's performance through restricted stock and option grants, with vesting schedules extending to December 31, 2034, and May 31, 2031, respectively.

Industry Context

This filing primarily concerns changes in beneficial ownership and a key executive's authority, rather than broader industry trends or competitive positioning.

Corporate Governance

Related Party Transactions

• The grants of 40,227,250 restricted shares and options to purchase 8,045,450 Ordinary Shares to Mr. Qi Ji, the executive chairman, under the Issuer's Amended 2023 Plan, constitute related party transactions.

Stakeholder Impact

• Shareholders receive updated clarity on the beneficial ownership structure and the extent of control held by key individuals and entities.
• Mr. Qi Ji's long-term incentives are strengthened through new equity grants, but his immediate authority over shares held by East Leader International Limited is reduced.
• East Leader International Limited regains full direct control over its voting and dispositive power previously delegated to Mr. Qi Ji.

Next Steps

• Continued vesting of Mr. Qi Ji's restricted stock awards until December 31, 2034.
• Continued vesting of Mr. Qi Ji's stock options until May 31, 2031.

Key Dates

Recommendation

The filing provides an update on beneficial ownership and a change in a power of attorney, which impacts a key executive's influence. While there are new long-term incentives for Qi Ji, the revocation of the power of attorney from East Leader International Limited could be interpreted as a slight reduction in his overall control or influence over certain shares. This is an informational update rather than a fundamental change in the company's operational or financial performance, suggesting a 'hold' position for investors awaiting more substantive operational news.

Keywords

H World Group, Qi Ji, Winner Crown Holdings, Schedule 13D, beneficial ownership, American Depositary Shares, Ordinary Shares, corporate governance, share incentive plan, power of attorney, restricted stock, stock options