United States securities and exchange commission logo
March 11, 2024
Yiping Yang
Chief Financial Officer
GreenTree Hospitality Group Ltd.
1228 Zhongshan North Road, Putuo District
Shanghai 200065
People's Republic of China
Re: GreenTree
Hospitality Group Ltd.
Form 20-F for the
Year Ended December 31, 2022
Response Dated
October 10, 2023
File No. 001-38425
Dear Yiping Yang:
We have reviewed your October 10, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 11, 2023
letter.
Form 20-F filed April 28, 2023
We may not pay further dividends to our public shareholders. . ., page
35
1. We note your response
to comment 3. Please provide the U.S. Dollar equivalent
amount for each of the
RMB amounts shown.
4. Deconsolidations , page F-31
2. We note your response
to our prior comment number 8. Please further describe the facts
and circumstances that
drove the BoD to have its suspicions that Mr. Zhang was
embezzling funds
including the timing and potential financial statement periods impacted.
Please ensure that your
response describes whether the Company believes such potential
financial improprieties
existed prior to it beginning its dispute with Mr. Zhang in late May
2022. Finally, please
clarify how the Company determined that it had effective internal
Yiping Yang
GreenTree Hospitality Group Ltd.
March 11, 2024
Page 2
controls and disclosure controls and procedures related to its financial
statements for any
of the periods for which the Company had concerns about the heightened
risk of Mr.
Zhang's financial improprieties and how the Company was able to determine
that such
financial statements were not materially impacted.
3. We note your response to our prior comment number 8. Please expand your
disclosures in
future filings to better describe the facts and circumstances that led to
the Company's
conclusion that the minority shareholder's action or inaction resulted in
the group's
determination that it no longer controlled Argyle and as result began
deconsolidating the
Argyle group in June 2022. Your expanded disclosures should highlight the
specific facts
and circumstances similar to your added clarification in your response
letter in order for
investors to understand why the Company no longer has control over the
Argyle group
even though it still legally maintained a 60% ownership in the Argyle
group.
Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kibum Park at 202-551-6836 or David Link at 202-551-3356 with any other
questions.
Sincerely,
FirstName LastNameYiping Yang
Division of
Corporation Finance
Comapany NameGreenTree Hospitality Group Ltd.
Office of Real
Estate & Construction
March 11, 2024 Page 2
cc: Yi Gao, Esq.
FirstName LastName