Huazhu : Company Information Sheet

COMPANY INFORMATION SHEET

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this information sheet.

Company Name (stock code): Huazhu Group Limited (1179)

Stock short name: HUAZHU-S

This information sheet is provided for the purpose of giving information to the public about Huazhu Group Limited (the "Company") as at the date hereof. It does not purport to be a complete summary of the information relevant to the Company and/or its securities.

Unless the context requires otherwise, capitalized terms used herein shall have the meanings given to them in the Company's prospectus ("Prospectus") dated September 11, 2020 and, if any, references to sections of the Prospectus shall be construed accordingly.

RESPONSIBILITY STATEMENT

The directors of the Company as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this information sheet is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any information herein misleading.

The directors of the Company also collectively and individually undertake to publish a revised information sheet when there are material changes to the information since the last publication.

SUMMARY CONTENT
Document type	Date
A. Waivers and Exemptions
A1. Latest version . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	September 11, 2020
B. Foreign Laws and Regulations
B1. Latest version . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	September 11, 2020
C. Constitutional Documents
C1. Latest version . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	December 23, 2020
D. Deposit Agreement
D1. Latest version . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	March 25, 2010
Date of this information sheet: December 23, 2020

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A1. WAIVERS AND EXEMPTIONS

The following waivers and exemptions have been applied for and granted by the Hong Kong Stock Exchange and/or the SFC. Unless the context requires otherwise, capitalized terms used herein shall have the meanings given to them in the Company's prospectus (the "Prospectus") dated September 11, 2020 and references to sections of the Prospectus shall be construed accordingly.

Relevant requirement/rule(s) waived/exempted		Subject matter
Rule 2.07A of the Hong Kong Listing Rules	Printed corporate communications
Rule 4.03 of the Hong Kong Listing Rules	Qualifications of auditors
Rules 4.04(3)(a), 4.05 and 4.13 of the Hong	Disclosure requirements relating to the
Kong Listing Rules and Paragraph 31(3)(b) of	Accountants' Report
the Third Schedule to the Companies (WUMP)
Ordinance

Rule 4.29 of the Hong Kong Listing Rules

Rule 9.09(b) of the Hong Kong Listing Rule

Rule 10.04 of, and Paragraph 5(2) of Appendix 6 to, the Hong Kong Listing Rules

Rules 12.04(3), 12.07 and 12.11 of the Hong Kong Listing Rules

Rule 13.25B of the Hong Kong Listing Rules

Rules 19C.07(3) and 19C.07(7) of the Hong Kong Listing Rules

Practice Note 15 of the Hong Kong Listing Rules

Paragraphs 13 and 26 of Part A of Appendix 1 to the Hong Kong Listing Rules and Paragraphs 11, 14 and 25 of the Third Schedule to the Companies (WUMP) Ordinance

Paragraph 15(2)(c) of Part A of Appendix 1 to the Hong Kong Listing Rules

Pro forma financial information

Dealings in Shares prior to Listing

Subscription for Shares by existing Shareholders

Availability of copies of the prospectus in printed form

Monthly return

Shareholder protection requirements in relation to approval, removal and remuneration of auditors and requisition of extraordinary general meeting by Shareholders

Rules related to spin-off listings

Particulars of any commissions, discounts and brokerages, alterations of capital and authorized debentures

Disclosure of Offer Price

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Relevant requirement/rule(s) waived/exempted

Paragraph 29(1) of Part A of Appendix 1 to the Hong Kong Listing Rules and Paragraph 29 of the Third Schedule to the Companies (WUMP) Ordinance

Guidance Letter HKEX-GL37-12

Paragraphs 33(2), 33(3), 46(2), 46(3) of Part A of Appendix 1 to the Hong Kong Listing Rules

Paragraphs 41(4) and 45 of Part A of Appendix 1 to and Practice Note 5 of the Hong Kong Listing Rules

Subject matter

Disclosure of information on subsidiaries whose profits or assets make material contribution to our Company

Disclosure requirements in respect of indebtedness and liquidity

Disclosure requirements of Directors' and five highest individuals' emolument

Disclosure of interests information

Section 4.1 of the Introduction to the Takeovers	Determination of whether a company is
Codes	a "public company in Hong Kong"
Part XV of the SFO	Disclosure of interests
Paragraph 10 of the Third Schedule to the	Disclosure of particulars of debenture holders
Companies (WUMP) Ordinance
Paragraph 4.2 of Practice Note 18 of the Hong	Clawback mechanism
Kong Listing Rules
Rule 13.48(1) of the Hong Kong Listing Rules	Publication of interim report for the six
	months ended June 30, 2020
Printed corporate communications

Rule 2.07A of the Hong Kong Listing Rules provides that a listed issuer may send or otherwise make available to the relevant holders of its securities any corporate communication by electronic means, provided that either the listed issuer has previously received from each of the relevant holders of its securities an express, positive confirmation in writing or the shareholders of the listed issuer have resolved in a general meeting that the listed issuer may send or supply corporate communications to shareholders by making them available on the listed issuer's own website or the listed issuer's constitutional documents contain provision to that effect, and certain conditions are satisfied.

Our ADSs have been listed on NASDAQ since March 26, 2010. We have ADS holders globally and has a diverse Shareholder base. We have also issued two series of convertible notes (convertible into our ADSs) in 2017 and 2020, respectively.

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We typically publicly file or furnish various corporate communications with the SEC which are posted on the SEC's website and publish such communications through press releases. Our corporate communications publicly filed with the SEC are also available to Shareholders on our Company's website shortly after they are filed with the SEC. Further, we will post our proxy materials and notices to shareholders and holders of ADSs on a publicly accessible website. We do not currently produce or send out any corporate communications to our Shareholders or holders of ADSs in printed form unless requested or in limited circumstances as described below:

• the annual reports of our Company on Form 20-F are available to Shareholders on our website shortly after they are filed with the SEC and, upon request, a hard copy of our annual report will be made available to the Shareholders free of charge pursuant to Rule 5250(d)(1) of the NASDAQ Marketplace Rules;
• upon request by a Shareholder or a holder of ADSs, we will deliver printed copies of Form
  20-F, proxy statements (including form of proxy) and notices to such Shareholder or holder of ADSs at our cost pursuant to Rule 5250(d)(1) of the NASDAQ Marketplace Rules and Rule 14a-16(j) under the U.S. Exchange Act;
• as a foreign private issuer, we are allowed, if we elect so, under Rule 5250(d)(5) of the
  NASDAQ Marketplace Rules to follow home country practice in lieu of the requirements of Rule 5250(d)(1) of the NASDAQ Marketplace Rules, subject to notification to NASDAQ; and
• the depositary bank which administers our ADS program will send a notice as well as an
  ADS voting instruction card to each of our ADS holders.

Apart from the Offer Shares that will be offered by us for subscription in Hong Kong, the Offer shares will also be placed to professional, institutional, corporate and other investors in Hong Kong and elsewhere in the world. Given our diverse Shareholder base and the potential number of countries in which our Shareholders are located, it would not be practicable for us to send printed copies of all our corporate communications to all of our Shareholders. Further, it would also not be practicable for us to approach our existing Shareholders individually to seek confirmation from them of their wish to receive corporate communications in electronic form, or to provide them with the right to request corporate communications in printed form instead.

We have applied to the Hong Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Rule 2.07A of the Hong Kong Listing Rules on the conditions that our Company will:

1. issue all future corporate communications as required by the Hong Kong Listing Rules on our own website in English and Chinese, and on the Hong Kong Stock Exchange's website in English and Chinese;
2. provide printed copies of proxy materials and notices in English and Chinese to our Shareholders at no costs upon request; and
3. ensure that the "Investor Relations" page of our website (ir.huazhu.com) will direct investors to all of our future filings with the Hong Kong Stock Exchange.

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