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United States securities and exchange commission logo
August 19, 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. 2 to
Registration Statement on Form F-1
Filed July 12, 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.
Amended Form F-1
Cover Page
1. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether 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. Your disclosure
should 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 impact the
company s ability to
conduct its business, accept foreign investments, or list on an U.S. or
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany
August 19, NameAtour
2021 Lifestyle Holdings Limited
August
Page 2 19, 2021 Page 2
FirstName LastName
other foreign exchange. Your prospectus summary should address, but
not necessarily be
limited to, the risks highlighted on the prospectus cover page.
2. In your summary of risk factors, disclose the risks that being based
in and having the
majority of the company s operations in China poses to investors. In
particular, describe
the significant regulatory, liquidity, and enforcement risks with
cross-references to the
more detailed discussion of these risks in the prospectus. For
example, specifically
discuss risks arising from the legal system in China, including risks
and uncertainties
regarding the enforcement of laws and that rules and regulations in
China can change
quickly with little advance notice; and 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. 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. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue these securities to foreign
investors. State 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.
4. Provide a clear description of how cash is transferred through your
organization. Quantify
any cash flows and transfers of other assets by type that have
occurred between the
holding company, its subsidiaries, and direction of transfer. Quantify
any dividends or
distributions that a subsidiary has made to the holding company and
which entity made
such transfer, and their tax consequences. Similarly quantify
dividends or distributions
made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
on foreign exchange and your ability to transfer cash between
entities, across borders, and
to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
earnings from your businesses, including subsidiaries to the parent
company and U.S.
investors.
Risk Factors, page 21
5. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your Class A Ordinary
Shares/ADSs. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
Haijun Wang
Atour Lifestyle Holdings Limited
August 19, 2021
Page 3
in China-based issuers, where you acknowledge the risk that any such
action could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors, please clarify that these actions may not only have a
material adverse effect
on the trading price of your ADSs but could cause the value of such
securities to
significantly decline or be worthless.
We may be liable for improper use or appropriation of personal information
provided by our
customers, page 40
6. We note your disclosure on pages 40 41 describing the ways in which
your business
may be impacted by the uncertainties raised by greater oversight by the
Cybersecurity
Administration of China over data security, particularly for companies
seeking to list on a
foreign exchange. Please expand to explain how this oversight impacts
your offering, and
to what extent you believe that you are compliant with the regulations or
policies that have
been issued by the CAC to date.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
7. It appears you have made significant changes to your audited financial
statements. Please
tell us whether these changes were subject to audit, and if so, explain
to us what
consideration your auditor gave to dual dating their audit opinion.
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 Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameHaijun Wang
Division of
Corporation Finance
Comapany NameAtour Lifestyle Holdings Limited
Office of Real
Estate & Construction
August 19, 2021 Page 3
cc: Li He, Esq.
FirstName LastName