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CORRESP
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filename1.htm

Simpson Thacher &
Bartlett

icbc
tower, 35th floor

3
garden road, central

hong
kong

telephone:
+852-2514-7600

facsimile:
+852-2869-7694

    Direct Dial Number
    E-mail Address

    +852-2514-7620
    ygao@stblaw.com

October 10,
2023

Confidential
and via edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mr. Ameen Hamady
 Ms. Shannon Menjivar
 Mr. Austin
    Pattan
 Mr. Andrew Mew
 Mr. Kibum Park
 Mr. David Link

 Re: GreenTree
                                            Hospitality Group Ltd.

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

                                            Filed on April 28, 2023

                                            File No. 001-38425

Ladies and Gentlemen:

On behalf of our client, GreenTree
Hospitality Group Ltd., a company organized under the laws of the Cayman Islands (including its subsidiaries, the
 “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”), dated September 11, 2023 (the
 “September 11 Comment Letter”) relating to the Company’s annual report on Form 20-F for the
fiscal year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “Annual
Report”).

Set forth below are the Company’s responses
to the Staff’s comments in the September 11 Comment Letter. The Staff’s comments are retyped below in bold italic font
for your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in
its future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant
factual updates and changes in relevant laws or regulations, or in interpretations thereof.

michael
j.c.M. ceulen      marjory j. ding      daniel fertig      adam C. furber      YI GAO      MAKIKO HARUNARI      Ian C. Ho      JONATHAN
HWANG      anthony d. king      jin hYUK park      ERIK P. WANG      christopher k.s. wong

resident
partners

simpson thacher &
bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

New
York      Beijing      Brussels      Houston      LONDON      Los
Angeles      Palo Alto      SÃO PAULO      TOKYO
      Washington,D.C.

Simpson Thacher & Bartlett

Division of Corporation Finance

 U.S. Securities and Exchange Commission
-2-
October 10, 2023

Form 20-F filed April 28, 2023

We face various legal and operational risks and uncertainties...,
page 5

1. We note you face risks associated with regulatory approvals of offshore offerings, antimonopoly
                                       regulatory actions, cybersecurity and data privacy in China. Please state affirmatively whether
                                       you have received all requisite permissions or approvals and whether any permissions or approvals
                                       have been denied by the China Securities Regulatory Commission (CSRC), Cyberspace Administration
                                       of China (CAC) or any other governmental agency that is required to approve your subsidiaries’
                                       operations in China. Please also describe the consequences to you and your investors if you or
                                       your subsidiaries: (i) do not receive or maintain such permissions or approvals or (ii) inadvertently
                                       conclude that such permissions or approvals are not required.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise such disclosures as set forth in Annex A.

Uncertainties with respect to the Chinese legal system could
adversely affect us, page 6

2. Please revise to clarify that the rules and regulations in China can change quickly
                                       with little advance notice.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise such disclosure as set forth in Annex A.

We may not pay further dividends to our public shareholders.
. ., page 35

3. We note that you declared cash dividends in 2019 and 2021. Since you are a holding company
                                       that relies principally on your operating subsidiaries in China for your cash requirements, please
                                       quantify any cash flows and transfers of other assets by type that have occurred between you and
                                       your subsidiaries, and direction of transfer.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise to quantify any cash flows and transfers of other assets by type that
have occurred between it and its subsidiaries, and direction of transfer. The proposed revised disclosures are set forth in Annex
A.

Item 4. Information on the Company

C. Organizational Structure, page 85

4. Please provide a legible corporate structures diagram since your current diagram is
                                       too small to be legible. Please ensure that the company’s parent and subsidiaries, including
                                       name, country of incorporation or residence, proportion of ownership interest and, if different,
                                       proportion of voting power held are clearly legible in your diagram.

Simpson Thacher & Bartlett

Division of Corporation Finance

 U.S. Securities and Exchange Commission
-3-
October 10, 2023

In response to the Staff’s comment, in the
Company’s future annual reports on Form 20-F, the Company will revise to provide a larger, legible corporate structures
diagram, ensuring that its parent and subsidiaries, including name, country of incorporation or residence, proportion of ownership
interest and, if different, proportion of voting power held, are clearly legible in the diagram. The proposed revised diagram as
of April 28, 2023, the date when the Annual Report was filed, is set forth in Annex A.

The Company respectfully advises the Staff that Argyle Hotel Group (Hong Kong) Limited ("Argyle Hong Kong") will be removed from revised
diagrams in the Company's future annual reports on Form 20-F because Argyle Hong Kong did not have any material operations of its own from
the time of its acquisition by the Company.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 128

5. Please supplementally describe any materials that were reviewed in connection with your
                                       required submission under paragraph (a) 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 respectfully advises the Staff that the Company
checked and confirmed with all of the Company’s directors and officers in order to confirm that none of such directors or officers
are representatives of any government entity in the PRC.

As to the Company’s shareholders that beneficially
own 10% or more of the total outstanding ordinary shares of the Company, namely, (i) Mr. Alex S. Xu, the Company’s chairman
and chief executive officer, and (ii) GreenTree Inns Hotel Management Group, Inc., to the best of our knowledge, neither Mr. Xu
nor GreenTree Inns Hotel Management Group, Inc. is controlled by any government entity in the PRC.

The Company did not rely upon any legal opinions or third
party certifications such as affidavits in connection with its required submission under Item 16I(a).

In connection with the required disclosures under Item 16I(b)(2) and
(3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed its register of members
in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in the PRC or the Cayman Islands owns any
shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect to the Company.

In connection with the required disclosures under Item 16I(b)(2) and
(3), as to the consolidated foreign operating entities, and as such disclosures have been revised and updated pursuant to Comment 7 of
the September 11 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating entities
in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in any of the PRC, Hong Kong, the Cayman Islands
or Samoa owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental entity in the PRC has
a controlling financial interest with respect to any of the consolidated foreign operating entities.

Simpson Thacher & Bartlett

Division of Corporation Finance

 U.S. Securities and Exchange Commission
-4-
October 10, 2023

The Company did not rely upon any legal opinions or third
party certifications such as affidavits in connection with its required disclosures under Item 16I(b)(2) and (3).

6. 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 the Company
checked and confirmed with all of its directors, and all of the directors of its consolidated foreign operating entities, in order to
confirm that none of such members are officials of the CCP.

The Company did not rely upon third party certifications
such as affidavits in connection with its disclosure.

7. We note that your disclosures pursuant to Item 16I(b) refers to “our company.”
                                       It is unclear from the context of these disclosures whether these terms are meant to encompass
                                       you and all of your consolidated foreign operating entities or whether in some instances these
                                       terms refer solely to GreenTree Hospitality Group Ltd. Please note that Item 16I(b) requires
                                       that you provide each disclosure for yourself and your consolidated foreign operating entities,
                                       including variable interest entities or similar structures. To clarify this matter, please provide
                                       the information required by each subsection of Item 16I(b) for you and all of your consolidated
                                       foreign operating entities in your supplemental response.

In response to the Staff’s comment, in the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures under Item
16I(b), consistent with the proposed updated disclosures set forth in Annex A.

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission
-5-
October 10, 2023

4. Deconsolidations, page F-31

8. We note your disclosure that starting in late May 2022, the group had been in dispute
                                       with the minority shareholder of Argyle as to the performance of relevant transaction documents
                                       and/or compliance with local laws and regulations by the minority shareholder and that as a result,
                                       the group no longer has the power and ability to direct the relevant activities of Argyle, and
                                       therefore, deconsolidated it beginning in June 2022. Please further elaborate on the facts
                                       and circumstances that resulted in the group losing its ability to control Argyle and consolidate
                                       it as a result of a minority shareholder's action or inaction. In providing your response, please
                                       explain how the Company applied the guidance in ASC 810-10-40-4 and ASC 810-10-55-4A to its facts
                                       and circumstances. Finally, given the fact that the minority shareholder's action or inaction
                                       resulted in the group's determination that it no longer controlled Argyle, please tell us how
                                       the Company originally determined that it had a controlling financial interest in Argyle such
                                       that it resulted in it consolidating Argyle. In that regard, please tell us how the Company considered
                                       the variable interest and voting interest models in its application of ASC 810 in reaching its
                                       conclusion.

In April 2019 (“Acquisition Date”), the
Company acquired 60% of the equity and voting interest (“Majority Voting Interest”) in Argyle Hotel Management (Beijing)
Co., Ltd. (“Argyle Beijing”) and its subsidiaries, all of which are owned either 95% or 100% by Argyle Beijing
(Argyle Beijing and its subsidiaries, collectively, “Argyle Group”). The selling shareholder, Argyle Hotel Management Group (Australia) Pty., Ltd. (“Argyle Australia”) which is controlled by
Mr. Kevin Zhang (“Mr. Zhang”) continues to hold 40% of Argyle Beijing. Argyle Group operates a network of mid-scale and
up-scale hotels brands mainly in China.

The Company evaluated and concluded that each entity of
Argyle Group was not a variable interest entity under ASC 810-10-15-14 because each entity had sufficient equity to finance its
operations without additional subordinated financial supports. In addition, for each entity of Argyle Group, the equity holder
or the equity holders as a group, as the case may be, possessed all the characteristics of a controlling financial interest, that
is, the equity holder or the equity holders as a group made decisions and directed all significant activities of the respective entity
through its/their equity interests, had the obligation to absorb the expected losses and the right to receive
the expected residual returns. None of the entities of Argyle Group was structured with non-substantive voting rights.

Based on the above, the Company previously consolidated
the Argyle Group under the voting interest model pursuant to ASC 810-10. Specifically, based on the governing documents of Argyle
Beijing effective on the Acquisition Date:

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission
-6-
October 10, 2023

 · A Board of Shareholders
                                            of Argyle Beijing is the supreme decision-making body of Argyle Beijing. As the Company holds
                                            a simple majority of the voting rights of Argyle Beijing, the Com