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H World Group Limited

No. 1299 Fenghua Road

Jiading District, Shanghai 201803

The People’s Republic of China

August 28, 2023

VIA EDGAR

Tyler Howes

Jennifer Gowetski

Division of Corporation Finance

Disclosure Review Program

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         H World Group Limited (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2022 (“FY 2022 20-F”)

File No. 001-34656

Dear Mr. Howes and Ms. Gowetski:

In response to the comments
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 4, 2023
(the “Comment Letter”), the Company submits this letter containing its responses to the Comment Letter via EDGAR to the Commission.

For your convenience, the
Staff’s comments from the Comment Letter are repeated below in bold, followed by the Company’s responses. Capitalized terms
used but not otherwise defined herein have the meanings set forth in FY 2022 20-F.

Form 20-F for the Fiscal Year Ended
December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 145

 1. We note your statement that you reviewed the Company’s register of members and public filings made by its shareholders in
connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed
and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission.
In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications
relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

The Company acknowledges the
Staff’s comment and advises that the Company has obtained and reviewed the materials described below, including Schedule 13D or
13G filings/amendment filings, register of members, confirmation letters signed by directors or officers, other public available disclosures/information
and legal advice from the Company’s PRC counsel, for the required disclosures with respect to the Company and its consolidated foreign
entities under paragraphs (a) and (b)(2) and (b)(3). The Company respectfully submits that it relies upon legal advice from
Junhe and confirmation letters signed by the Company’s directors and officers as discussed below as the basis of its submission.

The Company

According to the Company’s register of members,
as of March 31, 2023 (the date of shareholder ownership disclosure set forth in FY 2022 20-F), the Company had 3,186,929,060 ordinary
shares issued and outstanding, including 1,756,505,790 ordinary shares represented by ADSs. Of which:

 · 55.1% were held by Citibank, N.A., the Company’s depositary on behalf of ADS holders (the “Depositary”); and 54.4%1
were registered in the name of Hong Kong Securities Clearing Company Nominees Limited, the nominee holder of the shares held by the public
shareholders of the Company traded on the Hong Kong Stock Exchange.

The Company generally does not know the identities of ADS holders
and Hong Kong public shareholders and their holding information, other than through reviewing the Schedule 13D or 13G filings/amendment
filings (the “Beneficial Ownership Filings”) of principal shareholders, and the monthly reports provided by the Depositary
summarizing ADS holding positions of financial institutional investors based on their Form 13F filings (the “Depositary Monthly
Report”). None of the Beneficial Ownership Filings and the Depositary Monthly Report as of April 27, 2023 revealed ownership
or control by any governmental entities.

 · 30.9% were directly or indirectly wholly owned by the directors and executive officers of the Company, among which, Mr. Qi Ji,
the founder and the chairman of the board of directors of the Company, in aggregate beneficially owned 30.4% of the Company’s outstanding
ordinary shares.

Based on the confirmation letters2
signed by each of the Company’s directors and officers and their respective holding companies (where applicable), these shares are
not owned or controlled by any governmental entities.

1 There is overlap between the ordinary shares held by
the Depositary and the ordinary shares registered in the name of Hong Kong Securities Clearing Company Nominees Limited to facilitate
fungibility between the U.S. market and the Hong Kong market.

2The confirmation letter included confirmation that:

 · 9.9% were held by Invesco Ltd. Based on the examination of publicly available information of Invesco Ltd., such as its website and
its Schedule 13G filing and any amendments filed thereto, no governmental entities in the Cayman Islands or the PRC own shares of Invesco
Ltd.

 · 6.9% were held by Trip.com. Trip.com is a public company listed on the Nasdaq Global Select Market and Hong Kong Stock Exchange. Based
on Trip.com’s annual report for the fiscal year ended December 31, 2022 filed with the Commission on March 27, 2023, no
Cayman Islands or PRC government entities own any shares in, nor any PRC governmental entities have a controlling financial interest in,
Trip.com, or its subsidiaries, variable interest entities and the subsidiaries of its variable interest entities.

Based on the analysis and materials described above,
the Company believes that, as of the date of the FY2022 20-F, it is not owned by any Cayman governmental entities (paragraph (b)(2)) and
is not owned or controlled by governmental entities in the PRC (paragraph (a)). The governmental entities in the PRC do not have a controlling
financial interest with respect to the Company (paragraph (b)(3)).

The Consolidated Foreign Operating Entities of the Company

The Company’s consolidated foreign operating
entities (including the VIEs and the VIEs’ subsidiaries) are incorporated in the Cayman Islands, the British Virgin Islands, Singapore,
Hong Kong, Germany, Austria, Switzerland, Netherlands, Belgium, Italy, the United Arab Emirates, Tunisia, Hungary, Spain, and mainland
China.

The Company directly or indirectly owns 100% of
the equity interest in all the Company’s consolidated foreign operating subsidiaries, except for (i) the subsidiaries as set
out in Part A of Schedule I attached hereto and their subsidiaries (where applicable) and (ii) the VIEs and their subsidiaries.
Of which:

 · the external shareholders of the subsidiaries set out in Part A of Schedule I are natural persons. To the Company’s
knowledge, none of these persons has any contractual or other arrangement with any governmental entities in respect of their holding in
the respective entities. Accordingly and given the Company’s level of control over these entities, the Company believes that no
governmental entity owns or controls, or has any controlling financial interest in, these entities.

 (i) the Confirming Shareholders or their family members are the
beneficiaries of their respective Holding Vehicles, and no PRC, Cayman or any other governmental entity directly or indirectly, including
through a proxy or agent, owns any shares in their respective Holding Vehicles;

 (ii) the Confirming Shareholders are their respective Holding Vehicles’
sole directors, and the Holding Vehicles do not have any directors appointed by PRC, Cayman or any other governmental entities; and

 (iii) neither the Confirming Shareholders nor their respective Holding
Vehicles have any contractual or other arrangement with PRC, Cayman or any other governmental entities, nor are the Confirming Shareholders
aware of any circumstances, that could result in any PRC, Cayman or any other governmental entity having any controlling financial interest
in the Company or its consolidated foreign operating entities (including the VIE (as defined in the FY 2022 20-F) and its subsidiaries),
including through the Holding Vehicles’ or the Confirming Shareholders’ shareholding or beneficial ownership in the Company
or consolidated foreign operating entities (including the VIE and its subsidiaries).

 · names of the external shareholders for the rest of these consolidated subsidiaries are set out in Part B of Schedule I.

To the best knowledge of the Company and based on the advice
of its PRC counsel, Junhe LLP (“Junhe”), none of the external shareholders of the entities listed in Part B of Schedule
I is a governmental entity. In addition, the Company is not aware of any contractual or other arrangement these external shareholders
have with any governmental entities in respect of their holding in these consolidated foreign operating entities. As such, the Company
believes that no governmental entity owns or controls, or has any controlling financial interest in, these consolidated foreign operating
entities.

 · names of the nominee shareholders or partners (as the case may be) of the VIEs are set out in Part A of Schedule II.

Through a series of arrangements, the Company is the primary
beneficiary of the VIEs and the Company has consolidated the financial results of the VIEs in its consolidated financial statements. As
a result, the nominee shareholders or partners of the VIEs lack the power to direct the activities of the VIEs that most significantly
impact the entities’ economic performance, the obligation to absorb the expected gains/losses, and the right to receive the expected
residual returns of the entities. To the best knowledge of the Company and based on publicly available information and the advice of Junhe,
the nominee shareholders or partners (as the case may be) of the VIEs are (i) organizations that are not PRC governmental entities
or (ii) natural persons who are not affiliated with PRC governmental entities. Therefore, the Company believes that no governmental
entity owns or controls, or has any controlling financial interest in, the VIEs..

 · except for entities set out in Part B of Schedule II, each of the VIEs directly or indirectly wholly owns the equity interest
in all of its subsidiaries. Part B of Schedule II also sets out the names of the external shareholders of the non-wholly owned
subsidiaries of the VIEs. To the best knowledge of the Company and based on the advice of Junhe, none of these external shareholders is
a governmental entity. In addition, the Company is not aware of any contractual or other arrangement these external shareholders have
with any governmental entities in respect of their holding in these subsidiaries. As such, the Company believes that no governmental entity
owns or controls, or has any controlling financial interest in, these subsidiaries.

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the
members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese
Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications
such as affidavits as the basis for your disclosure.

The Company respectfully advises the Staff that
it made inquiries with, and reviewed the biographies of, its directors and the directors of its consolidated foreign operating entities. The
Company also obtained signed confirmation letters from these directors confirming that they are not officials of the Chinese Communist
Party (the “CCP”).

As part of the Company’s discussions with
these directors, three directors of the Company and/or its consolidated foreign operating entities advised it that they are CCP members
and they act as the secretary in different primary-level party organizations of Huazhu group. However, the Company does not believe that
these directors should be identified as “officials” of the CCP, because:

 · As advised by Junhe, according to the Trial Regulations on the Work of Branches of the CCP that came into effect on October 28,
2018, a primary-level party organization is the most elementary operating unit of the CCP party and each enterprise in China (including
private enterprises) that has at least three CCP members within it should form a primary-level party organization. Primary-level organizations
do not participate in the operation of the enterprises. The three relevant directors are paid exclusively for their directorship and/or
management positions at the Company or its consolidated PRC entities, and receive no remuneration for serving as the secretary (as the
case may be) of the CCP’s primary-level party organization within Huazhu group. Based on the advice of its PRC counsel, the Company
believes that a person who is a CCP “official” would derive at least a significant portion of their remuneration for serving
in his or her party position, which does not apply in this case.

 · In addition, as advised
                                            by Junhe, there is no statutory definition for “officials” of the CCP, and certain
                                            interpretation published on the CCP’s Central Commission for Discipline Inspection’s
                                            website provides guidance to the term of “officials” of CCP (the “Interpretation”).
                                            Such Interpretation explains that whether an individual is an official of the CCP depends
                                            on the organization in which the relevant CCP member works and the member’s respective
                                            rank within the party. According to this Interpretation, officials of the CCP mainly include:
                                            (i) CCP members in party and governmental bodies (including party agencies, legislative
                                            bodies, administrative bodies, political consultative conference, judicial agencies, prosecuting
                                            agencies, non-communist party, and federation of industry and commerce bodies, and other
                                            bodies administered by reference to the Civil Servant Law promulgated on April 27, 2005,
                                            as latest amended on December 29, 2018) who hold leadership positions, or who rank at
                                            or above the associate researcher level but do not hold leadership positions; (ii) CCP
                                            members who hold mid-level and above leadership roles in large and very-large state-owned
                                            or state-controlled enterprises (“SOEs”), hold leadership roles in medium and
                                            small SOEs, or rank at or above the county division-head level in these SOEs; and (iii) CCP
                                            members who hold leadership roles or rank at or above Level 6 management positions (equivalent
                                            to the county deputy division-head level) in public institutions. In addition, any CCP member
                                            who has ceased to hold any leadership position but has not completed all formalities for
                                            his or her retirement, shall still be regarded as an “official.” Based on the
                                            advice of Junhe above, the Company does not believe the three relevant directors are officials
                                            of the CCP.

Based on the above, the Company does not believe
that its directors or directors of its consolidated foreign operating entities include any officials of the CCP.

 3. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclos