View:
United States securities and exchange commission logo
October 8, 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. 4 to
Registration Statement on Form F-1
Filed September 20,
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
September 17, 2021 letter.
Amendment No. 4 to Registration Statement on Form F-1
General
1. We note disclosure on
page 5 and elsewhere that you were advised by your PRC legal
advisor that the draft
measures are subject to change and remain substantially uncertain,
and that you are not
currently subject to any pre-approval from the CAC to operate your
business or conduct
this offering. However, it is unclear if you believe you would be
subject to the
pre-approval or other requirements if the draft measures discussed on pages
5 and 63 are adopted as
proposed or in their current state, including whether (1) you
would be a critical
information infrastructure operator or data processing operator,
and (2) your online
platform and other operations would be subject to cybersecurity
Haijun Wang
Atour Lifestyle Holdings Limited
October 8, 2021
Page 2
review. Please revise pages 5, 63 and Management s Discussion and
Analysis to clarify.
In this regard, it is unclear if you believe the possibility the measures
will be adopted to
apply to you is a known event or uncertainty that is not likely to come
to fruition.
2. Please file a revised legal opinion as Exhibit 99.2 to address the
statements on page 5 and
elsewhere attributed to counsel that neither you nor your subsidiaries
are currently subject
to any pre-approval requirement from the CAC to operate your business or
conduct this
offering.
3. We note the statement that issuers possessing personal information of
more than one
million users must complete the cybersecurity review. Please disclose
whether you have
more than one million users.
Exhibits
4. We note your articles of association include a submission to jurisdiction
provision that
states [t]he federal courts of the United States of America shall have
exclusive
jurisdiction to hear, settle and/or determine any dispute, controversy or
claim in relation to
any complaint asserting a cause of action arising out of or relating in
any way to the
federal securities laws of the United States, unless otherwise agreed by
the Company in
writing. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty
or liability created by
the Securities Act or the rules and regulations thereunder. Please
clarify whether and the
extent to which your jurisdictional provision is meant to apply to
Section 27 of the
Exchange Act and Section 22 of the Securities Act.
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding 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
October 8, 2021 Page 2
cc: Li He, Esq.
FirstName LastName