UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

September 2019

Commission File Number: 001-38425

GreenTree Hospitality Group Ltd.

(Registrant’s name)

2451 Hongqiao Road, Changning District

Shanghai 200335

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F              Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) :  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) :  

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GREEN TREE HOSPITALITY GROUP LTD .

 

 

By:

 

/s/ Alex S. Xu

Name:

 

Alex S. Xu

Title:

 

Chairman and Chief Executive Officer

 

Date: September 20, 2019

 


EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

 

99.1

 

GreenTree to Hold 2019 Annual General Meeting on October 21, 2019

 

99.2

 

Notice of Annual General Meeting

 

99.3

 

Form of Proxy of Annual General Meeting

 

99.4

 

Proxy Statement of Annual General Meeting

 

99.5

 

Voting card of Annual General Meeting

 

 

ghg-ex991_13.htm

Exhibit 99.1

GreenTree to Hold 2019 Annual General Meeting on October 21, 2019

SHANGHAI, Sept. 10, 2019 /PRNewswire/ -- GreenTree Hospitality Group Ltd. (NYSE: GHG), a leading hospitality management group in China ("GreenTree" or the "Company"), today announced that it will hold its annual general meeting of shareholders at 2451 Hongqiao Road, Changning District, Shanghai 200335, People's Republic of China on October 21, 2019 at 10:00 PM U.S. Eastern Time (10:00 AM Beijing/Hong Kong Time on October 22, 2019) for the following purpose:

To approve the re-appointment of Ernst & Young Hua Ming LLP as independent auditor of the Company[1] for the fiscal year ending December 31, 2019.

Holders of record of ordinary shares of the Company at the close of business on September 20, 2019 are entitled to notice of, and to vote at, the annual general meeting or any adjournment or postponement thereof. Holders of the Company's American depositary shares ("ADSs") who wish to exercise their voting rights for the underlying Class A ordinary shares must act through the depositary of the Company's ADS program, Deutsche Bank Trust Company Americas.

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting, is available on the Investor Relations section of the Company's website at http://ir.998.com. Shareholders may obtain a copy of the Company's 2018 annual report, free of charge, from the Investor Relations section of the Company's website at http://ir.998.com, or by contacting GreenTree Hospitality Group Ltd. at 2451 Hongqiao Road, Changning District, Shanghai 200335, People's Republic of China, attention: Ms. Selina Yang or Mr. Nicky Zheng, telephone: +86-21-3617-4886 ext. 7999 or ext. 6708, email: ir@998.com.

About GreenTree Hospitality Group Ltd.

GreenTree Hospitality Group Ltd. ("GreenTree" or the "Company") (NYSE: GHG) is a leading hospitality management group in China. As of June 30, 2019, GreenTree had a total number of 2,955 hotels. In 2018, GreenTree ranked among the Top 12 worldwide in terms of number of hotels in "World's Largest Hotel Companies: HOTELS' 325", published by HOTELS magazine, and was as well the fourth largest hospitality company in China in 2018 based on the statistics issued by the China Hospitality Association.

The Company has built a strong suite of brands including its flagship "GreenTree Inns" brand as a result of its long-standing dedication to the hospitality industry in China and consistent quality of its services, signature hotel designs, broad geographic coverage and convenient locations. The Company has further expanded its brand portfolio into the mid-to-upscale and luxury segments through a series of strategic investments. By offering diverse brands, through its strong membership base, expansive booking network, superior system management with moderate charges, and fully supported by its operating departments including Decoration, Engineering, Purchasing, Operation, IT and Finance, GreenTree aims to keep closer relationships with all our clients and partners by providing a brand portfolio featuring comfort, style and value.

For more information on GreenTree, please visit http://ir.998.com.

Safe Harbor Statement

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to," "confident," "future," or other similar expressions. GreenTree may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers,


directors or employees to third parties. Any statements that are not historical facts, including statements about or based on GreenTree's current beliefs, expectations, assumptions, estimates and projections about us and our industry, are forward-looking statements that involve known and unknown factors, risks and uncertainties that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such factors and risks include, but not limited to the following: GreenTree's goals and growth strategies; its future business development, financial condition and results of operations; trends in the hospitality industry in China and globally; competition in our industry; fluctuations in general economic and business conditions in China and other regions where we operate; the regulatory environment in which we and our franchisees operate; and assumptions underlying or related to any of the foregoing. You should not place undue reliance on these forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided, including the forward-looking statements made, in this press release are current as of the date of the press release. Except as required by law, GreenTree undertakes no obligation to update any such information or forward-looking statements to reflect events or circumstances after the date on which the information is provided or statements are made, or to reflect the occurrence of unanticipated events.

[1] This defined term "Independent Auditor" is not used elsewhere.

For more information, please contact:

Ms. Selina Yang

Phone: +86-21-3617-4886 ext. 7999

E-mail: ir@998.com

Mr. Nicky Zheng

Phone: +86-21-3617-4886 ext. 6708

E-mail: ir@998.com

ghg-ex992_14.htm

Exhibit 99.2

 

September 20, 2019

GreenTree Hospitality Group Ltd.

 

Please be advised of the following Depositary's Notice of Annual General Meeting of Shareholders:

 

Depositary Receipt Information

CUSIP:

39579V100

(DTC Eligible)

DR ISIN:

US39579V1008

 

 

 

 

 

Country of Incorporation: Cayman Islands

 

Meeting Details:

 

Annual General Meeting at 10:00 PM U.S. Eastern Time at 2451 Hongqiao Road, Changning District, Shanghai 200335, People's Republic of China

 

 

 

ADS Record Date:

 

September 20, 2019

 

 

 

Voting Deadline:

 

October 11, 2019 at 01:00 PM EST

 

 

 

Meeting Date:

 

October 21, 2019

 

 

 

Meeting Agenda:

 

The Company's Notice of Meeting, including the Agenda, is available at the Company’s website: http://ir.998.com

 

 

 

Ratio (ORD:DR):

 

1 : 1

 

Holders of American Depositary Shares (“ADSs”) representing ordinary shares (the "Deposited Securities") of Greentree Hospitality Group Ltd (the "Company") are hereby notified of the Company's Annual General Meeting of shareholders. A copy of the Notice of Meeting from  the Company, which includes the agenda, is available at http://ir.998.com.

 

Holders of ADSs as of the close of business on the ADS Record Date stated above will be entitled, subject to any applicable law, the provisions of the deposit agreement entered into between the Company, Deutsche Bank Trust Company Americas (the “Depositary”) and  the Holders of ADSs (the “Deposit Agreement”), the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs.

 

In order for a voting instruction to be valid, Holders must complete, sign and return the enclosed voting instruction form so that it is received by the voting deadline stated above. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to vote or cause the custodian to vote the Deposited Securities (in person or by proxy) represented by ADSs evidenced by such receipt in accordance with such voting instructions.

 

Holders are advised that in the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the Deposited Securities represented by the ADSs held by such Holder on the ADS Record Date, the Depositary shall deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated  by  the Company to vote such Deposited Securities, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such  proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Deposited Securities, provided, further, that the Company will have no liability to any Holder or person and/or entity having a beneficial interest in any ADSs ("Beneficial Owner") resulting from such notification.

 

Additionally, Holders are advised that in the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Company’s memorandum and articles of association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owners for not having demanded voting on a poll basis.

 

Please note that persons beneficially holding ADSs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADSs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADSs.

 

1


Holders and persons and/or entities having a beneficial interest in any ADS (“Beneficial Owners”) are advised that (a) the Depositary has   not reviewed the Company's website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor   any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained  in any document prepared by the Company or on the Company's website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote.

 

For further information, please contact:

Depositary Receipts Phone: (800) 821-8780

dbemails@astfinancial.com

2

ghg-ex993_15.htm

 

Exhibit 99.3

GREENTREE HOSPITALITY GROUP LTD.

(the “Company”)

 

P R O X Y

 

I/We…………………..of………………………………………………………………., the holder of …….…… class ……… ordinary shares1 in the Company, hereby appoint the Chairman of the Annual General Meeting2 or …………………………………….. of ……………………………….. .……….…………………………. …………………….………….as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Annual General Meeting of the Company to be held on the 21st day of October 2019, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.

 

No.

PROPOSALS

FOR

AGAINST

ABSTAIN

1.

To approve the re-appointment of Ernst & Young Hua Ming LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2019.

 

 

 

 

 

Dated …………………, 2019

 

Signature(s)4;

 

 

 

 

 

 

1

Please insert the number and class (i.e., Class A or Class B) of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2

If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.

3

IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

4

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case if the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at 2451 Hongqiao Road, Changning District, Shanghai 200335, People’s Republic of China not less than [48] hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

 

ghg-ex994_17.htm

 

Exhibit 99.4

 

GreenTree Hospitality Group Ltd.

 

2451 Hongqiao Road, Changning District

Shanghai 200335

People’s Republic of China

 

PROXY STATEMENT

 

General

 

The board of directors of GreenTree Hospitality Group Ltd. (the “Company”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on October 21, 2019 at 10:00 PM U.S. Eastern Time (10:00 AM Beijing/Hong Kong Time on October 22, 2019) (the “AGM”). The AGM will be held at 2451 Hongqiao Road, Changning District, Shanghai 200335, People’s Republic of China.

 

This Proxy Statement can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.998.com from September 20, 2019, and the Proxy Form will first be mailed to holders of ordinary shares of the Company on or about September 20, 2019.

 

Revocability of Proxies

 

Any proxy given pursuant to this solicitation may be revoked by the person signing such proxy by attending the AGM and voting in person.

 

Record Date

 

Only shareholders of record at the close of business on September 20, 2019 (the “Record Date”) are entitled to vote at the AGM. Our class A ordinary shares, par value US$0.50 per share (“Class A Ordinary Shares”), that underlie American depositary shares (“ADSs”) are included for purposes of this determination.

 

Voting and Solicitation

 

Each of the Class A Ordinary Shares in issue on the Record Date is entitled to one vote, and each of the Class B Ordinary Shares in issue on the Record Date is entitled to three (3) votes. A resolution put to the vote at the AGM will be by poll.

 

Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, fiduciaries and custodians holding in their names the Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.

 

Voting by Holders of Ordinary Shares

 

When proxies are properly dated, executed and returned by holders of Ordinary Shares, the Ordinary Shares they represent will be voted at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/her discretion, as he/she will on any other matters that may properly come before the AGM, or at any adjournment thereof. Abstentions by holders of Ordinary Shares are included in the determination of the number of Ordinary Shares present and voting but are not counted as votes for or against a proposal.

 

 


2

Voting by Holders of ADSs

 

We have requested Deutsche Bank Trust Company Americas, as depositary of the ADSs, to mail to all owners of ADSs this proxy statement, the accompanying notice of annual general meeting and an ADR Voting Instruction Card. Upon the timely receipt from an owner of record of ADSs of written voting instructions in the manner specified, Deutsche Bank Trust Company Americas will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Class A Ordinary Shares underlying the ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, Deutsche Bank Trust Company Americas 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 two paragraphs below. As the holder of record for all the Class A Ordinary Shares represented by the ADSs, only Deutsche Bank Trust Company Americas may vote those Class A Ordinary Shares at the AGM.

 

There is no guarantee that holders of the ADSs or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting instructions to Deutsche Bank Trust Company Americas in a timely manner, in which case the Class A Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

 

If no ADR Voting Instruction Card is received by Deutsche Bank Trust Company Americas from a holder of ADSs by 01:00 p.m. (New York City time), October 11, 2019, such holder shall be deemed, and Deutsche Bank Trust Company Americas will deem such holder of ADSs to have instructed it to give a discretionary proxy to the chairman of the AGM to vote the Class A Ordinary Shares represented by your ADSs in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company has informed Deutsche Bank Trust Company Americas that such proxy should not be given, in accordance with the terms of the deposit agreement.

 

PROPOSAL 1:

APPROVAL OF THE RE-APPOINTMENT OF Ernst & Young Hua Ming LLP AS INDEPENDENT AUDITOR OF THE COMPANY

 

The audit committee proposes to approve the re-appointment of Ernst & Young Hua Ming LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2019.

 

The board of directors recommends a vote “FOR” the APPROVAL OF the re-appointment of Ernst & Young Hua Ming LLP as the independent auditor for the fiscal year ending december 31, 2019.

 

OTHER MATTERS

 

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 enclosed form of proxy to vote the shares they represent as the board of directors may recommend.

 

By

Order of the Board of Directors,

 

 

Alex Shuguang Xu

Chairman and Chief Executive Officer

Dated:

September 20, 2019

 

 

ghg-ex995_19.htm

Exhibit 99.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

GREENTREE HOSPITALITY GROUP LTD.

 

(Continued and to be signed on the reverse side)

 

 

 

 

 

 

 

 

 

 

1.1

14475

 

 

 


ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

GREENTREE HOSPITALITY GROUP LTD.

October 21, 2019

 

 

 

Please vote, sign, date and

mail your proxy card in the

envelope provided so that

your vote is received on or

before October 11, 2019 at

1:00 p.m. EST.

 

 

Please detach along perforated line and mail in the envelope provided.

 

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RESOLUTION 1.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  

 

 

 

 

 

FOR AGAINST ABSTAIN

 

1.  To approve the re-appointment of Ernst & Young Hua Ming LLP as independent auditor of the Company (the “Independent Auditor”) for the fiscal year ending December 31, 2019.

☐ ☐ ☐

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature of Shareholder

 

Date:

 

Signature of Shareholder

 

Date:

 

 

Note: 

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.