424b4 1 d482491d424b4.htm 424(b)(4) table of contentsfiled pursuant to rule 424(b)(4) registration no. 333-223261 10,200,000 american depositary shares greentree hospitality group ltd. representing 10,200,000 class a ordinary shares greentree hospitality group ltd. is offering 10,200,000 american depositary shares, or adss. each ads represents one (1) class a ordinary share, par value us$0.50 per share. this is our initial public offering and no public market currently exists for our adss or shares. we are an “emerging growth company” under applicable u.s. federal securities laws and are eligible for reduced public company reporting requirements. immediately prior to the completion of this offering, our outstanding share capital will consist of 56,589,300 class a ordinary shares and 34,762,909 class b ordinary shares, all of which will be owned by our parent company, greentree inns hotel management group, inc., a cayman islands company, or gti. holders of class a ordinary shares and class b ordinary shares have the same rights except for voting and conversion rights. each class a ordinary share is entitled to one (1) vote. each class b ordinary share is entitled to three (3) votes if such class b ordinary share is owned by gti, mr. alex s. xu, our founder, chairman and chief executive officer, mr. alex s. xu’s family trusts or his or the family trust’s designated transferees, and is convertible into one (1) class a ordinary share at any time if such class b ordinary share is owned by any other holder. class a ordinary shares are not convertible into class b ordinary shares under any circumstances. gti will beneficially own 84.7% of our class a ordinary shares and 100% of our class b ordinary shares immediately after the completion of this offering and 94.0% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering. the voting power of our company owned by gti is indirectly owned by mr. alex s. xu, our founder, chairman and chief executive officer, as he owns 83.9% of voting power of gti, which entitles mr. xu to nominate or replace all directors of gti, and determine how gti exercises the voting power in our company. following the completion of this offering and as long as gti or mr. alex s. xu owns at least 50% of the voting power of our company, we will be a “controlled company” as defined under the nyse listed company manual. we have no current intention to rely on the controlled company exemption. prior to this offering, there has been no public market for the adss or our shares. the initial public offering price per ads is us$14.00. the adss have been approved for listing on the new york stock exchange under the symbol “ghg.” investing in the adss involves risks. see “risk factors” beginning on page 14. price us$14.00 an ads price to public underwritingdiscountsandcommissions(1) proceeds beforeexpenseto company per ads us$14.00 us$0.91 us$13.09 total us$142,800,000 us$9,282,000 us$133,518,000 (1)for a description of compensation payable to the underwriters, see “underwriting.” we have granted the underwriters the right to purchase up to 1,530,000 additional adss to cover over-allotments within 30 days after the date of this prospectus. the securities and exchange commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. any representation to the contrary is a criminal offense. the underwriters expect to deliver the adss to purchasers on or about march 29, 2018. morgan stanley bofa merrill lynch ubs investment bank icbc international prospectus dated march 26, 2018. table of contentstable of contentstable of contents prospectus summary 1 risk factors 14 special note regarding forward-looking statements 51 use of proceeds 52 dividend policy 53 capitalization 54 dilution 55 exchange rate information 57 enforcement of civil liabilities 58 our history and corporate structure 60 selected consolidated financial and operating data 62 management’s discussion and analysis of financial condition and results of operations 66 industry overview 96 business 101 regulation 125 management 139 principal shareholder 146 related party transactions 148 description of share capital 151 description of american depositary shares 161 shares eligible for future sale 171 taxation 173 underwriting 181 expenses related to this offering 191 legal matters 192 experts 193 where you can find more information 194 index to consolidated financial statements f-1 this prospectus contains estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and reports. this prospectus contains statistical data and estimates published by various sources. this inf