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United States securities and exchange commission logo
September 17, 2021
Haijun Wang
Chairman and Chief Executive Officer
Atour Lifestyle Holdings Limited
18th floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People's Republic of China
Re: Atour Lifestyle
Holdings Limited
Amendment No. 3 to
Registration Statement on Form F-1
Filed August 31,
2021
File No. 333-256881
Dear Mr. Wang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 19, 2021 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed August 31,
2021
Cover Page
1. We note your response
to comment 1. Please revise your prospectus summary to address
all the risks
highlighted on the prospectus cover page and clarify that these risks could
result in a material
change in your operations and/or the value of your Class A Ordinary
Shares/ADSs or could
significantly limit or completely hinder your ability to offer or
continue to offer
securities to investors and cause the value of such securities to
significantly decline
or be worthless. Similarly, your disclosure in the prospectus
summary should also
address how recent statements and regulatory actions by China s
government, such as
those related to data security or anti-monopoly concerns, has or may
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany 17,
September NameAtour
2021 Lifestyle Holdings Limited
September
Page 2 17, 2021 Page 2
FirstName LastName
impact the company s ability to conduct its business, accept foreign
investments, or list on
an U.S. or other foreign exchange.
Prospectus Summary, page 1
2. We note your response to comment 2. Please revise your summary of risk
factors on page
4 to specifically discuss the risk that the Chinese government may
intervene or influence
your operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your Class A Ordinary
Shares/ADSs. Also revise
your summary of risk factors to acknowledge any risks that any actions
by the Chinese
government to exert more oversight and control over offerings that are
conducted overseas
and/or foreign investment in China-based issuers could significantly
limit or completely
hinder your ability to offer or continue to offer securities to
investors and cause the value
of such securities to significantly decline or be worthless.
3. We note your response to comment 3 and your risk factor disclosure
that there are no
PRC laws and regulations in force explicitly requiring that we obtain
any permission from
PRC authorities to issue securities to foreign investors. Please
provide this disclosure in
the prospectus summary. With respect to approval of your operations,
clearly state in the
prospectus summary whether you or your subsidiaries are covered by
permissions
requirements from the CSRC, CAC or any other entity that is required
to approve your
operations and state affirmatively whether you have received all
requisite permissions and
whether any permissions have been denied.
Holding Company Structure, page 6
4. We note your revisions in response to comment 4. Please address the
following with
respect to your revised disclosure:
In your disclosure you state that appropriation to the general
reserve fund is not
required if the fund has reached 50% of the registered capital of
your subsidiaries.
Please revise your disclosure to discuss whether your subsidiaries
are still required to
contribute to the general reserve fund, and whether these
contributions are expected
end in the near term.
In your revised disclosure you state that your contributions to
the enterprise
expansion fund and the staff and bonus welfare fund can be made at
your
subsidiaries discretion. Please disclose your subsidiaries
historic contributions to
each fund for each financial statement period presented.
Finally, we note your disclosure that distributions can only be
made out of retained
earnings as defined by Accounting Standards for Business
Enterprise as promulgated
by the Ministry of Finance. Please disclose the retained earnings
(deficit) for your
subsidiaries as determined by Accounting Standards for Business
Enterprise as
promulgated by the Ministry of Finance for each period presented
in the financial
statements.
Haijun Wang
Atour Lifestyle Holdings Limited
September 17, 2021
Page 3
Risk Factors
Uncertainties with respect to the PRC legal system, including uncertainties
regarding the
enforcement of laws..., page 47
5. We note your response to comment 5 and your disclosure in the last
paragraph beginning
on page 47 that government intervention or influence could adversely
affect your
business, financial condition and results of operations. Please expand
your disclosure to
state that any such intervention or influence could also result in a
material change in the
value of your ADSs. The statement on page 48 that the value of your
securities could
become worthless appears limited to actions by the government to exert
oversight and
control over securities offerings and capital markets activities only.
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or James Lopez at 202-551-3536
with any other
questions.
Sincerely,
FirstName LastNameHaijun Wang
Division of
Corporation Finance
Comapany NameAtour Lifestyle Holdings Limited
Office of Real
Estate & Construction
September 17, 2021 Page 3
cc: Li He, Esq.
FirstName LastName