H World : 2024 AGM Proxy Statement

H WORLD GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: HTHT, HKEX Stock Code: 1179)

Proxy Statement for Annual General Meeting

to be held on June 27, 2024

(or any adjourned meeting thereof)

GENERAL

The board of directors (the "Board") of H World Group Limited (the "Company" or "we") is soliciting proxies for the annual general meeting of shareholders of the Company (the "AGM" or the "General Meeting") to be held on June 27, 2024 at 10:00 a.m. (local time). The AGM will be held at No. 1299 Fenghua Road, Jiading District, Shanghai, People's Republic of China.

You can review and download the proxy statement and the proxy form at the "Investor Relations-News

• Events-AGMSummary" section of the Company's website at https://ir.hworld.com/news-and-events/agm- summary, and website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

RECORD DATE, SHARE OWNERSHIP AND QUORUM

Only holders of the Company's ordinary shares (the "Shareholders"), par value US$0.00001 per share ("Ordinary Shares") of record as of the close of business on May 9, 2024, Hong Kong time (the "Ordinary Shares Record Date") are entitled to attend and vote at the AGM.

Holders of American Depositary Shares ("ADSs") issued by Citibank, N.A., as depositary of the ADSs, and representing our Ordinary Shares are not entitled to attend or vote at the AGM under the Company's amended and restated memorandum of association (the "Memorandum") and second amended and restated articles of association (the "Articles"). Please note that any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM. Holders of ADSs as of the close of business on May 9, 2024, New York time (the "ADS Record Date") will be able to instruct Citibank, N.A., the depositary of the ADSs and the holder of record (through a nominee) of the Ordinary Shares represented by ADSs, as to how to vote the Ordinary Shares represented by such ADSs. Citibank, N.A., as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the AGM the Ordinary Shares it holds in respect of the ADSs in accordance with the instructions which it has timely and properly received from ADS holders.

One or more Shareholders holding no less than an aggregate one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM, shall be a quorum for all purposes.

VOTING AND SOLICITATION

Each Ordinary Share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the AGM. Each resolution put to the vote at the AGM will be decided by poll. Where required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a shareholder of the Company who has a material interest in the matter to be approved by a particular resolution will be required to abstain from voting on such resolution.

The solicitation materials are available on the Company's website (https://ir.hworld.com), on the website of the U.S. Securities and Exchange Commission (www.sec.gov) and on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

VOTING BY HOLDERS OF ORDINARY SHARES

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When proxy forms are properly dated, executed and returned by holders of Ordinary Shares to the mailing address set forth in the proxy form before 10:00 a.m., Hong Kong Time, on June 25, 2024 (the deadline for the return of such proxy forms), the Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Where any holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

VOTING BY HOLDERS OF ADSs

The nominee of Citibank, N.A. (the Depositary of the ADSs) is the holder of record for all the Ordinary Shares represented by the ADSs and as such the nominee is the only person who may attend and vote those Ordinary Shares at the AGM on behalf of the Depositary and the holders of ADSs.

We have requested Citibank, N.A., as Depositary of the ADSs, to distribute to all holders of record of ADSs as of the ADS Record Date, the notice of the AGM and an ADS Voting Card. Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner specified, Citibank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the "Deposit Agreement"), Citibank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described in the paragraphs below.

There is no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return voting instructions to Citibank, N.A. in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

If an ADS voting card is missing voting instructions, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to vote in favor of the items set forth in the ADS voting card. If an ADS Voting Card contains conflicting voting instructions as to any issue to be voted on at the AGM, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to abstain from voting on such issue.

If no timely instructions are received by Citibank, N.A. from a holder of ADSs by 10:00 a.m., New York Time, June 18, 2024, under the terms of the Deposit Agreement, Citibank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder's ADSs, unless voting at the meeting is by show of hands and unless the Company has informed Citibank, N.A. that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists, or (z) the rights of holders of Ordinary Shares may be materially adversely affected, in each case in accordance with the terms of the Deposit Agreement.

REVOCABILITY OF PROXIES AND ADS VOTING CARDS

Any proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS voting card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by submitting a written notice of revocation or a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received by the deadlines for returning the proxy forms or ADS voting cards set forth above, or (b) for holders of Ordinary Shares only, by attending the AGM and voting in person.

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PROPOSAL 1:

Ordinary Resolution

Ratification of appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as auditor of the Company for 2024 and the authorization for the directors of the Company to determine the remuneration of the auditor

The Board proposes to ratify and approve the appointment of Deloitte Touche Tohmatsu Certified Public Accountants LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

In the event the holders of Ordinary Shares fail to ratify the appointment, the audit committee of the Board (the "Audit Committee") will appoint different independent auditors with the requisite qualifications and competence and such appointment will be ratified by the Company's shareholders at the next general meeting of the Company. Even if the appointment is ratified at the AGM, the Audit Committee, in its discretion, may appoint different independent auditors at any time during the year if it determines that such a change would be in the Company's and its shareholders' best interests. Such appointment of different independent auditors shall also be ratified by the Company's shareholders at the next general meeting of the Company.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF APPOINTMENT OF DELOITTE TOUCHE TOHMATSU CERTIFIED PUBLIC ACCOUNTANTS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

PROPOSAL 2:

Ordinary Resolution

Authorization and approval for the amendment and restatement of the 2023 share incentive plan (the "2023 Plan")

The Board deems it advisable and in the best interests of the Company that the 2023 Plan be amended and restated for purposes of promoting the success and enhancing the value of the Company. The Board has approved and is recommending to shareholders for approval at the AGM a resolution to approve the amendment and restatement of the 2023 Plan, which is attached hereto as Exhibit A.

THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSED AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2023 PLAN.

PROPOSAL 3:

Ordinary Resolution

Authorization and approval of each director or officer of the Company or Conyers Trust Company (Cayman) Limited to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolutions as such director, officer or Conyers Trust Company (Cayman) Limited, in his, her or its absolute discretion, thinks fit and to attend to any necessary registration and/or filing for and on behalf of the Company.

THE BOARD RECOMMENDS A VOTE "FOR" THE GENERAL RESOLUTION.

OTHER MATTERS

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We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the form of proxy to vote the Ordinary Shares they represent as the Board may recommend.

By Order of the Board of Directors,

Qi JI

Executive Chairman

Dated: May 8, 2024

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EXHIBIT A

Amended and Restated 2023 Share Incentive Plan

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H WORLD GROUP LIMITED

AMENDED AND RESTATED2023 SHARE INCENTIVE PLAN

Section 1. Purpose.

The purpose of this H World Group Limited Amended and Restated2023 Share Incentive Plan is to enhance the ability of H World Group Limited to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company.

Section 2. Definitions.

As used in this 2023 Plan, the following terms shall have the meanings set forth below:

1. "2023 Plan" shall mean this H World Group LimitedAmended and Restated2023 Share Incentive Plan of H World Group Limited, as amended from time to time.
2. "Affiliate" shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.
3. "Applicable Laws" shall mean all laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this 2023 Plan or any Award granted pursuant to this 2023 Plan, including but not limited to applicable laws of the People's Republic of China, Hong
   Kong, Singapore, Germany, the United States and the Cayman Islands, and the rules and requirements of any applicable securities exchange.
4. "Award" shall mean any Option, award of Restricted Stock, Restricted Stock Unit or
   Other Stock-Based Award granted under this 2023 Plan.
5. "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under this 2023 Plan, which may, but need not, be executed or acknowledged by a Participant.
6. "Board" shall mean the board of directors of the Company.
7. "Cause" shall mean, with respect to a Participant, the meaning defined in any employment agreement or service agreement between the Participant and the Company then in effect or, if no such employment agreement or service agreement is then in effect, "Cause" shall mean (i) the Participant's or willful and continued failure substantially to perform his or her duties to the
   Company (other than as a result of total or partial incapacity due to physical or mental illness), (ii) dishonesty in the performance of the Participant's duties to the Company, (iii) the Participant's indictment for a crime under the laws of the jurisdiction in which the participant is employed (or, if there is no such concept as "indictment" in the applicable jurisdiction, such analogous procedural event following the Participant' s arrest and prior to any conviction) or (iv) any other act or omission on the part of the Participant which is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates.

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A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Company or any of its Affiliate first delivers written notice to the Participant of a finding of termination for Cause.

1. "Change of Control" shall mean the first to occur of:
2. 1. an individual, corporation, partnership, group, associate or other entity or

"person", as such term is defined in Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than the Company or any employee benefit plan(s) sponsored by the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors;

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"Designated Business Unit" shall mean specified subsidiaries and any other business unit identified as a Designated Business Unit by the Committee from time to time.

1. "Code" shall mean the United States Internal Revenue Code of 1986, as amended from
   time to time.
2. "Committee" shall mean a committee of the Board designated by the Board to administer this 2023 Plan. Unless otherwise determined by the Board, the compensation committee of the Board (the "Compensation Committee") designated by the Board shall be the Committee under this 2023 Plan. In the absence of any Compensation Committee or any other related designation by the Board, the Board shall assume all of the powers and responsibilities under this 2023 Plan.
3. "Company" shall mean H World Group Limited, together with any successor thereto.
4. "Consultant" means any individual, including an advisor, who is engaged by the Company or an Affiliate to render services and is compensated for such services, and any director of the Company or an Affiliate whether or not compensated for such services.
5. "Employee" means any individual employed by the Company or an Affiliate.
6. "Fair Market Value" shall mean, with respect to any property (including, without limitation, any Shares or other securities) the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
7. "Option" shall mean an option granted under Section 6 hereof.
8. "Other Stock-BasedAward" shall mean any right granted under Section 9 hereof.
9. "Participant" shall mean an individual granted an Award under this 2023 Plan.
10. "Qualified Exchange" shall mean the New York Stock Exchange, the NASDAQ
    Global Market, the Hong Kong Stock Exchange, the London Stock Exchange, and the Singapore Stock Exchange.
11. "Restricted Stock" shall mean any Share granted under Section 7 hereof.
12. "Restricted Stock Unit" shall mean a contractual right granted under Section 7 hereof that is denominated in Shares, each of which represents a right to receive the value of a Share (or a percentage of such value, which percentage may be higher than 100%) upon the terms and conditions set forth in this 2023 Plan and the applicable Award Agreement.
13. "Shares" shall mean ordinary shares of the Company, US$0.00001 par value.
14. "Substitute Awards" shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by, or held by the employees of, a company or other entity or business acquired (directly or indirectly) by the Company or with which the Company combines.

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Section 3. Eligibility.

1. Employees and Consultants are eligible to participate in this 2023 Plan. An Employee or Consultant who has been granted an Award may, if he or she is otherwise eligible, be granted additional Awards.
2. An individual who has agreed to accept employment by, or to provide services to, the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of the date of such agreement.

Section 4. Administration.

1. The 2023 Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof. The Committee may issue rules and regulations for administration of this 2023 Plan. It shall meet at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum.
2. Subject to the terms of this 2023 Plan and Applicable Law, the Committee shall have full power and authority to: (i) determine eligibility and designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under this 2023 Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under this 2023 Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer this 2023 Plan and any instrument or agreement relating to, or Award made under, this 2023 Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this 2023 Plan; (ix) determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this 2023 Plan.
3. All decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company, the shareholders of the Company and the Participants.

Section 5. Shares Available for Awards.

1. Subject to adjustment as provided below, the maximum aggregate number of Shares that may be issued pursuant to all Awards shall not exceed 20300,000,000.
2. If, after the effective date of this 2023 Plan, any Shares covered by an Award, or to which such an Award relates, are forfeited, cancelled or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or

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to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under this 2023 Plan.

1. In the event that any Option or other Award granted hereunder (other than a Substitute Award) is exercised through the delivery of Shares, or in the event that withholding tax liabilities arising from such Option or Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under this 2023 Plan shall be increased by the number of Shares so surrendered or withheld.
2. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, of treasury Shares or of Shares purchased on the open market. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depository Shares.
3. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2023 Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) hereof, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
4. Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under this 2023 Plan.

Section 6. Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of this 2023 Plan, as the Committee shall determine:

1. The purchase price per Share under an Option shall be determined by the Committee and set forth in the Award Agreement, but no Shares shall be issued below par value.
2. The term of each Option shall be fixed by the Committee; provided, however, that the term shall be no more than ten years from the date of grant thereof.
3. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or other property, or any combination thereof, having a Fair

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