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As filed with the Securities and Exchange Commission on November 7, 2022.

Registration No. 333-256881

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 9
TO

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Atour Lifestyle Holdings Limited
(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(State or other Jurisdiction of
incorporation or organization)

7011

(Primary Standard Industrial
Classification Code Number)

Not Applicable

(I.R.S. Employer
Identification Number)

18th floor, Wuzhong Building,
618 Wuzhong Road, Minhang District,
Shanghai, People’s Republic of
China (+86) 021-64059928

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
	Li He, Esq. James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road, Central Hong Kong +852 2533-3300			Allen Wang, Esq. Benjamin Su, Esq. Latham & Watkins LLP 18th Floor, One Exchange Square 8 Connaught Place, Central, Hong Kong +852 2912 2500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion
Preliminary Prospectus Dated November 7, 2022

4,750,000 American Depositary Shares

Atour Lifestyle Holdings Limited

Representing 14,250,000 Class A Ordinary Shares

This is an initial public offering of 4,750,000 American depositary shares, or ADSs, of Atour Lifestyle Holdings Limited. Each ADS represents three of our Class A ordinary shares, par value US$0.0001 per share.

Prior to this offering, there has been no public market for the ADSs or our Class A ordinary shares. We anticipate that the initial public offering price will be between US$11.0 and US$13.0 per ADS. We have applied to list the ADSs representing our Class A ordinary shares on the Nasdaq Global Market under the symbol “ATAT”.

Snow Lake China Master Fund, Ltd. and Snow Lake China Master Long Fund, Ltd., or the Snow Lake Entities, have indicated non-binding interests that the Snow Lake Entities or their affiliates may jointly purchase an aggregate of up to US$10 million worth of the ADSs being offered in this offering at the initial public offering price. Assuming an initial public offering price of US$12.0 per ADS, which is the midpoint of the estimated offering price range, the number of ADSs which may be purchased by these potential purchasers or their affiliates would be up to 833,333 ADSs. However, because these indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no ADSs to any of these potential purchasers, and any of these potential purchasers could determine to purchase more, fewer or no ADSs in this offering. The underwriters will receive the same underwriting discounts and commissions on any ADSs purchased by these parties as they will on any other ADSs sold to the public in this offering. See “Underwriting.”

Following the completion of this offering, our issued and outstanding share capital will consist of 317,539,537 Class A ordinary shares and 73,680,917 Class B ordinary shares. Mr. Haijun Wang will beneficially own all of our issued Class B ordinary shares and will be able to exercise 74.1% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not an affiliate of Mr. Haijun Wang, or upon a change of ultimate beneficial ownership of any Class B ordinary share to a person who is not an affiliate of Mr. Haijun Wang, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. See “Description of Share Capital.” Immediately following the completion of this offering, we will be a “controlled company” within the meaning of the Nasdaq rules. See “Principal Shareholders.”

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in the ADSs involves risks. See “Risk Factors” beginning on page 25 of this prospectus.

Investors in the ADSs are not purchasing equity securities of our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company. Atour Lifestyle Holdings Limited is a Cayman Islands holding company that conducts all of its operations and operates its business in China through its PRC subsidiaries, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries.

We face various legal and operational risks and uncertainties related to being based in and having all of our operations in China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on an U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our ADSs or could significantly limit or completely hinder our ability to offer or continue to offer ADSs and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. For a detailed description of risks related to doing business in China, see “Risk Factors — Risks Related to Doing Business in China” from page 48 to 59 of this prospectus. As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we have applied for and completed a cybersecurity review with respect to our proposed overseas listing pursuant to the Cybersecurity Review Measures.

In addition, since our auditor is headquartered in mainland China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is currently not inspected by the PCAOB. As a result, our ADSs may be delisted under the Holding Foreign Companies Accountable Act. In addition, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted into law, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years, instead of three consecutive years as currently enacted in the

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HFCAA. On February 4, 2022, the U.S. House of Representatives passed a bill containing, among other things, an identical provision. If this provision is enacted into law, it will reduce the time period before the ADSs would be delisted from the exchange. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB is expected to reassess its determinations for purposes of the HFCAA by the end of 2022 although there is no guarantee as to the results of the PCAOB’s inspections and investigations under such framework agreement. When the PCAOB reassesses its determinations by the end of 2022, it could determine that it was unable to inspect and investigate completely registered public accounting firms in mainland China, including our auditor. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections. For details, see “Risk Factors — Risks Related to Doing Business in China — The recent enactment of the Holding Foreign Companies Accountable Act may result in de-listing of the ADSs” on page 51 of this prospectus.

The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. For additional information, see “Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us” on page 49 of this prospectus.

Cash is transferred among the Company, our Hong Kong subsidiary, Atour Hotel (HK) Holdings Limited, or Atour Hong Kong, Atour Shanghai and its PRC subsidiaries, in the following manner: (i) funds are transferred to Atour Shanghai from the Company as needed through Atour Hong Kong in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Atour Shanghai to the Company through Atour Hong Kong. Other than the Restructuring (as defined herein), none of our PRC subsidiaries have issued any dividends or distributions to their respective holding companies, including the Company, or any investors as of the date of this prospectus. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in our business. In the future, the Company’s ability to pay dividends, if any, to its shareholders and ADS holders and to service any debt it may incur will depend upon dividends paid by our PRC subsidiaries. Atour Shanghai has also received equity financing from its shareholders to fund the business operations of our PRC subsidiaries. In 2019, 2020 and 2021 and the six months ended June 30, 2022, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with the Restructuring. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us through our Atour Hong Kong to Atour Shanghai via capital contribution and shareholder loans, as the case may be. Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations. For details about the applicable PRC regulations and rules relating to such cash transfers through our Group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China — We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” on page 53 of this prospectus, and “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” on page 54 of this prospectus.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

PRICE US$ PER ADS

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions(1)	US$	US$
Proceeds, before expenses, to us	US$	US$

(1)

For a description of compensation payable to the underwriters, see “Underwriting.”

The underwriters have an over-allotment option to purchase up to an additional 712,500 ADSs from us at the initial public offering price, less the underwriting discounts and commissions, within 30 days from the date of this prospectus.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2022.

	BofA Securities			Citigroup			CICC			CMBI
	Redbridge Securities LLC									Tiger Brokers

The date of this prospectus is , 2022.

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	Page
Prospectus Summary		1
Our Corporate Information		12
Implications of Being An Emerging Growth Company		13
Implications of Being A Controlled Company		14
Conventions Which Apply To This Prospectus		15
The Offering		17
Our Summary Consolidated Financial Data and Operating Data		20
Risk Factors		25
Cautionary Statement Regarding Forward-Looking Statements		73
Use of Proceeds		74
Dividend Policy		75
Capitalization		76
Dilution		77
Enforceability of Civil Liabilities		79
Corporate History and Structure		81
Management’s Discussion and Analysis of Financial Condition and Results Of Operations		87
Industry		120
Business		129
Regulation		155
Management		169
Principal Shareholders		177
Related Party Transactions		180
Description of Share Capital		182
Description of American Depositary Shares		194
Shares Eligible For Future Sale		202
Taxation		204
Underwriting		210
Expenses Relating To This Offering		218
Legal Matters		219
Experts		220
Where You Can Find Additional Information		221

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Atour,” “we,” “us,” “our,” “ours,” “our company,” the “Company,” or similar terms refer to Atour Lifestyle Holdings Limited, together with its subsidiaries.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus must inform themselves about, and observe any

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BASIS OF PRESENTATION

In connection with this offering, we have recently completed certain corporate reorganization transactions, including, through establishing a series of intermediary holding companies to acquire 100% of the equity interest in Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and issuing new shares of our company to the affiliates of beneficial owners of Atour Shanghai, or the Existing Equityholders, such that an offshore shareholding structure could be established, replacing the equity interests beneficially held by the Existing Equityholders of Atour Shanghai with the equity shares of Atour Lifestyle on a one-to-one basis. We refer to such reorganization transactions collectively as the “Restructuring” in this prospectus. See “Corporate History and Structure” for a more detailed description of the Restructuring and a diagram depicting our corporate structure upon the completion of the Restructuring.

We currently conduct all of our businesses through Atour Shanghai and its PRC subsidiaries in China. We are a holding company incorporated in the Cayman Islands on April 10, 2012 in anticipation of future capital raising from international investors. Atour Lifestyle Holdings Limited owns 100% of the equity interest in Atour Hotel (HK) Holdings Limited, or Atour Hong Kong, a company incorporated under the laws of the Hong Kong. Atour Hong Kong owns 100% equity interest in Atour Shanghai. Each of Atour Lifestyle Holdings Limited and Atour Hong Kong currently has no substantial assets or operations, other than their respective holdings of the equity interests of their wholly owned subsidiaries. We have recently completed the Restructuring and all of our business in China will continue to be conducted through Atour Shanghai and its subsidiaries.

Upon the consummation of the Restructuring, the affiliates of all Existing Equityholders of Atour Shanghai have acquired, in accordance with applicable PRC laws and regulations, ordinary shares in our company substantially in proportion to their respective equity ownership in Atour Shanghai immediately prior to the Restructuring.

Upon the consummation of the Restructuring, (i) we have issued new ordinary shares to the affiliates of Existing Equityholders of Atour Shanghai based on their respective equity ownership in Atour Shanghai, such that the shareholding structure of our company at the Cayman Islands level is substantially similar to the equity ownership structure of Atour Shanghai prior to the Restructuring, and (ii) the affiliates of such Existing Equityholders have become parties to and are bound by the terms of our shareholders agreement dated March 3, 2021. For financial reporting purposes, the Restructuring was accounted for as a reverse recapitalization of Atour Shanghai. Accordingly, the Company’s consolidated financial statements represent a continuation of the financial statement of Atour Shanghai and the assets and liabilities are presented at their historical carrying values.

iii

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors,” “Business,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to buy the ADSs.

OVERVIEW

Setting out as an upper midscale hotel chain group, we are now a leading lifestyle brand in China.

We are the largest upper midscale hotel chain in China in terms of room number as of the end of 2021, according to Frost & Sullivan. Through our hotel network, loyalty program and data and technology capabilities, we have been tirelessly exploring new possible ways to set the new trends for China’s hospitality industry and expand our offerings beyond our hotels. We distinguish ourselves from our peers in the following aspects:

•

Hotel network with a distinct portfolio of lifestyle brands. We offer our guests a diversified collection of lifestyle hotel brands, each created with a unique personality under the unified ethos of inclusivity and presence of humanness. As of June 30, 2022, our hotel network covered 834 hotels spanning 151 cities in China, with a total of 96,969 hotel rooms, including 801 manachised hotels with a total of 91,911 manachised hotel rooms, in addition to a pipeline of 343 hotels with a total of 37,795 rooms under development. Our guests can book a stay with us and access our rich product and service offerings through offline and online channels, including our mobile app and Weixin/WeChat mini program.

•

“A-Card” loyalty program with strong customer stickiness. We built our A-Card loyalty program to enhance our engagement with guests and provide them with a unique and personalized experience. As of June 30, 2022, our A-Card loyalty program had amassed approximately 32 million registered individual members. In 2021, approximately 39.7% of our room-nights were sold to our A-Card members.

•

Proprietary data and technology capabilities. To provide our customers with personalized services and products, we have developed a comprehensive digital management system, which improves customer experience and operational efficiency in room reservation, room management, pricing and membership benefits. We use our data technology to identify market trends and inform our hotel management and strategic decisions, and make our hotel services and retail products more relatable to customers through seamless integration into our rooms and other consumption scenarios throughout our hotels.

In addition, we are the first hotel chain in China to develop a scenario-based retail business, according to Frost & Sullivan. We design our guest room amenities, work closely with manufacturers to deliver top-quality products, and carefully place the relevant products in guest rooms. Each of our guest rooms incorporates a fully immersive shopping destination, enabling us to further strengthen our brand elasticity with our guests. As of June 30, 2022, we had developed a total of 1,967 SKUs for scenario-based retail. The GMV generated from our retail business increased by 29.5% from RMB82.8 million in 2019 to RMB107.2 million in 2020, and further substantially by 112.9% to RMB228.2 million in 2021. The GMV generated from our retail business was RMB118.1 million in the six months ended June 30, 2022. In 2021, the average transaction value per scenario-based retail order reached RMB403.0.

We mainly use the manachise model to expand our hotel network in a less capital-intensive manner. We also lease the properties of the hotels we operate. As of June 30, 2022, we had 33 leased hotels and 801 manachised hotels. The number of our manachised hotels grew at a CAGR of 62.9% between 2016 and 2021.

We primarily derive our revenues from (i) franchise and management fees from our manachised hotels and sales of hotel supplies to manachised hotels, (ii) operations of our leased hotels, and (iii) sales of our retail products in connection with our scenario-based retail business. We generated net revenues of

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RMB1,567.1 million, RMB1,566.6 million and RMB2,147.6 million for the years ended December 31, 2019, 2020 and 2021, and RMB990.3 million and RMB966.7 million (US$144.3 million) for the six months ended June 30, 2021 and 2022, respectively. We had net income of RMB60.8 million, RMB37.8 million and RMB139.7 million for the years ended December 31, 2019, 2020 and 2021, and RMB70.7 million and RMB67.5 million (US$10.1 million) for the six months ended June 30, 2021 and 2022, respectively. We had EBITDA (non-GAAP) of RMB182.5 million, RMB161.2 million and RMB299.0 million for the years ended December 31, 2019, 2020 and 2021, and RMB151.5 million and RMB137.4 million (US$20.5 million) for the six months ended June 30, 2021 and 2022, respectively. For reconciliation of net income to EBITDA (non-GAAP), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measure.”

MARKET OPPORTUNITIES

Driven by China’s continuous and fast economic growth and strong demand for domestic travelling, China’s hospitality industry, especially hotel chains, has experienced steady growth in the past few years and witnessed the following key trends.

•

Increasing hotel chain penetration rate. The total number of rooms offered by hotel chains increased with a CAGR of 14.5% from 2016 to 2021 in China. Meanwhile, the hotel chain penetration rate remains at 34.4% in China’s hospitality market in 2021, much lower than the average hotel chain penetration rate of 42.7% in the world market and the penetration rate of 73.0% in the more mature U.S. market. The penetration rate of chained operation in China’s hospitality industry is anticipated to further increase.

•

Consumption upgrades and consumer preference transformation. In line with continuous consumption upgrades, hoteliers in China have seen a rising demographic of young, discerning travelers who demand creative, elevated yet approachable class of hotels designed to surpass customer expectations in personalized ways. This favorable industry trend has been driving more customers to choose leading hotel brands that are capable of offering a diverse range of compelling products and services across scenario-based shopping, entertainment, culture, food and other lifestyle spheres.

OUR STRENGTHS

We believe the following competitive strengths contribute to our success and differentiate us from our competitors:

•

The No.1 upper midscale hotel chain in China with a diversified brand portfolio;

•

Highly efficient manachised model delivering high growth and returns;

•

A “standardized” approach to personalized services with a customer-centric culture;

•

Innovative scenario-based retail business with compelling private label product offerings;

•

Young, loyal and growing customer base served by established direct sales channels;

•

Comprehensive technology infrastructure supporting quality customer experience and efficient operation; and

•

Visionary and seasoned management team.

OUR STRATEGIES

We intend to focus on the following key strategies to solidify our market leadership and achieve sustainable growth:

•

Further expand our premium hotel network in China;

•

Strengthen our hotel brand portfolio and expand our offerings;

•

Bolster our scenario-based retail offerings to enhance customer engagement and monetization;

•

Expand membership base and strengthen the lifestyle-centric ecosystem around our hotel offerings; and

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•

Continue to invest in technology and strengthen our data insights.

OUR CHALLENGES

Investing in the ADSs involves a high degree of risk. Investors in the ADSs are not purchasing equity securities of our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company. Atour Lifestyle Holdings Limited is a Cayman Islands holding company that conducts all of its operations and operates its business in China through its PRC subsidiaries, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries. Such structure involves unique risks to investors in the ADSs. You should carefully consider the risks and uncertainties summarized below, the risks described under the “Risk Factors” section beginning on page 23 of, including the risks described under the subsections headed “Risks Related to Our Business,” “Risks Related to Doing Business in China” and “Risks Related to the ADSs and This Offering,” and the other information contained in, this prospectus before you decide whether to purchase the ADSs.

In particular, as we are a China-based company incorporated in the Cayman Islands, we face various legal and operational risks and uncertainties related to being based in and having all of our operations in China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on an U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our ADSs or could significantly limit or completely hinder our ability to offer or continue to offer ADSs and/or other securities to investors and cause the value of such securities to significantly decline or be worthless.

The PRC government also has significant oversight and discretion over the conduct of our business and our operations may be affected by evolving regulatory policies as a result. The PRC government has recently published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. These risks could result in a material change in our operations and the value of our Class A ordinary shares or the ADSs, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. You should pay special attention to the subsection headed “Risks Related to Doing Business in China” below.

We face the following risks and uncertainties in realizing our business objectives and executing our strategies. For details of each of these bulleted risk factors, see “Risk Factors — Risks Related to Our Business and Industry” under the same subheadings.

•

Our operating results are subject to conditions typically affecting the hospitality industry in China, any of which could reduce our revenues and limit opportunities for growth. (page 23)

•

If we are unable to compete successfully, our financial condition and results of operations may be harmed. (page 23)

•

We may not be able to manage our expected growth, which could adversely affect our operating results. (page 24)

•

Our expansion within existing markets and into new markets may present increased risk. (page 24)

•

We may not be able to successfully identify, secure or operate additional hotel properties. (page 24)

•

Our limited operating history makes it difficult to evaluate our future prospects and results of operations. (page 25)

•

The COVID-19 outbreak has adversely affected, and may continue to adversely affect, our financial and operating performance. (page 25)

•

If our brand reputation is harmed, it could have a material adverse effect on our business and results of operations. (page 26)

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•

We may be adversely affected by any negative publicity concerning us and our business, shareholders, affiliates, directors, officers, other employees, business partners, other third parties as well as the industry in which we operate, regardless of its accuracy, that could harm our reputation and business. (page 26)

•

We may not be successful in developing and achieving expected returns from our diversified hotel brand portfolio and co-branding collaboration, which could adversely affect our financial performance and condition. (page 27)

•

We are subject to various operational risks inherent in the manachise business model. (page 28)

•

We may not be able to successfully attract new franchisees and compete for franchise and management agreements and, as a result, we may not be able to achieve our planned growth. (page 29)

•

Our franchise and management agreements could be terminated early and we may not be able to renew our existing franchise and management agreements or renegotiate new franchise and management agreements when they expire. (page 30)

•

We may be liable for improper collection, use or appropriation of personal information provided by our customers. (page 40)

We are a China-based company and we may face the following risks and uncertainties in doing business in China. For details of each of these bulleted risk factors, see “Risk Factors — Risks Related to Doing Business in China” under the same subheadings.

•

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business, financial condition and results of operations. (page 48)

•

Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us. (page 49)

•

Uncertainties exist with respect to the enactment timetable, interpretation and implementation of the laws and regulations with respect to our online platform business operation. (page 50)

•

The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection. (page 50)

•

The recent enactment of the Holding Foreign Companies Accountable Act may result in de-listing of the ADSs. (page 51)

•

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws. (page 53)

In addition to the risks described above, we are subject to the following risks relating to the ADS and this offering. For details of each of these bulleted risk factors, see “Risk Factors — Risks Related to the ADSs and This Offering” under the same subheadings.

•

An active trading market for our Class A ordinary shares or the ADSs may not develop and the trading price for the ADSs may fluctuate significantly. (page 59)

•

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors. (page 60)

•

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline. (page 61)

•

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. (page 61)

•

The dual-class structure of our ordinary shares may adversely affect the trading market for the ADSs. (page 62)

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•

The approval or filing of the China Securities Regulatory Commission or other PRC Regulatory agencies may be required in connection with the offering under PRC law. (page 64)

See “Risk Factors” and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

Recent Regulatory Developments

Prerequisite Regulatory Licenses, Permits and Approvals

We are required to obtain certain licenses, permits and approvals from relevant governmental authorities in China in order to operate our business and conduct this offering.

With respect to our business operations, for each hotel that we operate, our subsidiary operating the hotel is required to obtain a basic business license and a special industry license issued by local public security bureau, and is required to have hotel operation included in the business scope of its business license. As of the date of this prospectus, we have obtained such basic business license and special industry license in compliance with applicable PRC laws and regulations. In addition, our operating subsidiaries in China may from time to time be required to obtain other secondary licenses, permits or approvals from local governmental authorities at the operational level, such as fire prevention safety inspection, hygiene permit and environmental impact assessment approval, to the extent relevant to their respective business. For a detailed discussion of compliance with these licenses, permits or approvals required in our ordinary course of business, and the associated consequences and risks for any non-compliance, see “Risk Factors — Risk Related to Our Business and Industry — We are subject to various hospitality industry, health and safety, construction, fire prevention and environmental laws and regulations that may subject us to liability.”

With respect to this offering, we are required to, and have applied for and completed a cybersecurity review with respect to our proposed overseas listing pursuant to the Cybersecurity Review Measures. See “— Cybersecurity Review” below for details.

We manage our business operations in a prudent manner where we determine whether a particular regulatory permission or approval is required based on opinions and guidance from our in-house and external legal counsel and relevant governmental authorities, as the case may be. As of the date of this prospectus, we have not received any regulatory notice requesting us to obtain a permission or approval that we have concluded is not required. If we inadvertently concluded that any permission or approval was not required, we could be subject to administrative penalties as provided in relevant PRC laws and regulations, as if such permission or approval were not obtained. In addition, there remains substantial uncertainty as to what consequences would be in the event of change in laws, regulations, or interpretations, which largely depends on the specific rule-making. While we continue to keep abreast of regulatory developments in China, our business may be disrupted and our results of operations may suffer if there are new laws, regulations, policies or guidelines introduced to impose additional regulatory approvals, licenses, permits and requirements. See “Risk Factors — Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.”

Our PRC legal advisor has advised us that, save as disclosed above, we are not required to obtain any other permission or approval from regulatory authorities in China to operate our business or conduct this offering as of the date of this prospectus.

Cybersecurity Review

On December 28, 2021, the Cyberspace Administration of China (the “CAC”), and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022. The final Cybersecurity Review Measures provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review. Further, the relevant PRC governmental authorities may

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initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security.

As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we have applied for and completed a cybersecurity review with respect to our proposed overseas listing pursuant to the Cybersecurity Review Measures.

Potential CSRC Filing Requirements

On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or, collectively, the Draft Overseas Listing Regulations. Such Draft Overseas Listing Regulations set out new filing procedures for China-based companies seeking direct or indirect listings and offerings in overseas markets. The Draft Overseas Listing Regulations require that China-based companies seeking to offer and list securities in overseas markets complete certain post-application / post-listing filing procedures with the CSRC, and that an initial filing with the CSRC be submitted within three working days after the application for an initial public offering is submitted to the overseas regulators, and that a supplemental filing with respect to the result of the overseas listing or offering be submitted after the overseas listing or offering is completed. The Draft Overseas Listing Regulations do not require a China-based company including the Company to obtain the CSRC’s pre-approval before it applies for or completes a listing or offering of securities in overseas markets.

Under the Draft Overseas Listing Regulations, an overseas offering or listing is prohibited if (i) it is prohibited by PRC laws, (ii) it constitutes a threat to or endanger national security as reviewed and determined by competent PRC authorities, (iii) it has material ownership disputes over equity, major assets, and core technology, (iv) in recent three years, the Chinese operating entities and their controlling shareholders and actual controllers have committed certain criminal offenses or are currently under investigations for suspicion of criminal offenses or major violations, (v) the directors, supervisors, or senior executives have been subject to administrative punishment for severe violations, or are currently under investigations for suspicion of criminal offenses or major violations, or (vi) it is subject to other circumstances as prescribed by the State Council.

As advised by our PRC legal advisor, the Draft Overseas Listing Regulations were released only for public comments and their provisions and anticipated adoption date are subject to changes and their interpretation and implementation remain uncertain. The Draft Overseas Listing Regulations are not clear as to whether companies like us that have already submitted an application for an initial public offering to overseas regulators but have not yet completed the offering shall be subject to such filing procedures. As of the date of this prospectus, we have not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this offering. In addition, based on our PRC legal advisor’s anonymous consultation with the CSRC on its official website, the CSRC confirmed that any overseas listing or offering shall be subject to applicable laws and regulations that are currently effective before the Draft Overseas Listing Regulations come into effect. If the Draft Overseas Listing Regulations become effective in their current forms before this offering is completed, other than uncertainties of the filing procedures which may be further clarified in the final version of these draft regulations and/or their implementation rules, we do not foresee the Draft Overseas Listing Regulations would have a material adverse impact on this offering.

Implications of the Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified our external auditor as one of the registered public accounting firms that the PCAOB is

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unable to inspect or investigate completely. As a result, our ADSs may be delisted under the HFCAA. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to completely inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB is expected to reassess its determinations for purposes of the HFCAA by the end of 2022 although there is no guarantee as to the results of the PCAOB’s inspections and investigations under such framework agreement. When the PCAOB reassesses its determinations by the end of 2022, it could determine that it was unable to inspect and investigate completely registered public accounting firms in mainland China, including our auditor. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections. For details about the risks associated with the enactment of the HFCAA, see “Risk Factors — Risks Related to Doing Business in China — The recent enactment of the Holding Foreign Companies Accountable Act may result in de-listing of the ADSs” on page 51 of this prospectus.

Our Corporate History and Structure

Our Corporate History

Atour Shanghai was established in 2013. We currently conduct all of our businesses in China through Atour Shanghai and its subsidiaries.

We established Atour Lifestyle Holdings Limited as our holding company in the Cayman Islands on April 10, 2012 in anticipation of future capital raising from international investors. Atour Hong Kong was incorporated on March 5, 2021 in Hong Kong.

In connection with the Restructuring, Atour Lifestyle Holdings Limited has acquired 100% of the equity interest in Atour Hong Kong, and Atour Hong Kong owns 100% of the equity interest in Atour Shanghai, which controls all of our business operations within the PRC.

Restructuring

We completed the Restructuring in May 2021. Upon the consummation of the Restructuring, (i) we have issued new ordinary shares to the affiliates of Existing Equityholders of Atour Shanghai such that the shareholding structure of our company at the Cayman Islands level is substantially similar to the equity ownership structure of Atour Shanghai prior to the Restructuring, and (ii) the affiliates of such Existing Equityholders have become parties to and are bound by the terms of our shareholders agreement dated March 3, 2021. For details of the steps taken to effect the Restructuring, see “Corporate History and Structure — Restructuring”.

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Our Corporate Structure

The following diagram illustrates our corporate structure, including all of our significant subsidiaries within and outside of the PRC, immediately upon the completion of this offering.

[MISSING IMAGE: tm2111252d11-fc_corporbw.jpg]

Note:

(1)

Immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs, (i) Mr. Haijun Wang, our founder, Chairman of Board of Directors, and Chief Executive Officer, will beneficially own 30.2% of our total issued and outstanding ordinary shares and 74.1% of aggregate voting power; (ii) the other existing shareholders, in aggregate, will beneficially own 66.2% of our total issued and outstanding ordinary shares and 24.5% of the aggregate voting power; and (iii) public investors in this offering, in aggregate, will beneficially own 3.6% of our total issued and outstanding ordinary shares and 1.4% of the aggregate voting power. For details regarding the voting arrangement between Mr. Wang Haijun and certain minority shareholders, see “Principal Shareholders”.

Holding Company Structure

We are a holding company with no business operations of our own. We conduct all of our operations through our subsidiaries in China, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries, and a substantial portion of our assets are located in China. As a result, our ability to pay dividends and to service any debt we may incur overseas largely depends upon dividends paid by our subsidiaries. If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or the PRC GAAP. The aggregate retained earnings for our PRC subsidiaries as determined under the Accounting Standards for Business Enterprise were RMB311.1 million, RMB387.4 million and RMB417.7 million (US$62.4 million) as of December 31, 2020 and 2021 and June 30, 2022, respectively. Pursuant to the laws and regulations applicable to China’s foreign investment enterprises, our subsidiaries that are foreign investment enterprises in the PRC have to make appropriation from their after-tax profit, as determined under PRC GAAP, to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of our subsidiary. Appropriation to the other two reserve funds are at our subsidiaries’ discretion. Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund during each period presented. The restricted amounts of our PRC subsidiaries totaled RMB58.2 million, RMB74.6 million and RMB79.1 million (US$11.8 million) as of December 31, 2020 and 2021 and June 30, 2022, respectively. See “Regulation — Regulations on Dividend Distribution” for a detailed discussion

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of the PRC legal restrictions on dividends and our ability to transfer cash within our group. In addition, ADS holders may potentially be subject to PRC taxes on dividends paid by us in the event Atour Lifestyle Holdings Limited is deemed as a PRC resident enterprise for PRC tax purposes. See “Taxation — People’s Republic of China Taxation” for more details.

None of our PRC subsidiaries have issued any dividends or distributions to respective holding companies, including Atour Lifestyle Holdings Limited, or any investors as of the date of this prospectus. Our subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in our business. In May 2021, our Hong Kong subsidiary, Atour Hotel (HK) Holdings Limited, distributed RMB20.6 million to certain shareholders. Historically, Atour Shanghai has also received equity financing from its shareholders to fund business operations of our PRC subsidiaries. In 2019, 2020 and 2021 and the six months ended June 30, 2022, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with the Restructuring. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us through our Hong Kong subsidiary, Atour Hotel (HK) Holdings Limited to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be. Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations. For details about the applicable PRC rules that limit transfer of funds from overseas to our PRC subsidiaries, see “Use of Proceeds,” “Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Regulation — Regulations on Offshore Financing.”

Certain Risks Associated with Our Corporate Structure

We are an exempted company incorporated under the laws of the Cayman Islands that conducts all of our operations in China through our PRC subsidiaries. In addition, all our senior executive officers reside within China for a significant portion of the time and all of them are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside China.

The recognition and enforcement of foreign judgments are basically provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the Cayman Islands or many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment if it is decided as having violated the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

The SEC, U.S. Department of Justice and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China. Legal and other obstacles to obtaining information needed for investigations or litigation or to obtaining access to funds outside the United States, lack of support from local authorities, and other various factors make it difficult for the U.S. authorities to pursue actions against non-U.S. companies and individuals, who may have engaged in fraud or other wrongdoing. Additionally, public shareholders investing in the ADSs have limited rights and few practical remedies in emerging markets where we operate, as shareholder claims that are common in the United States, including class actions under securities law and fraud claims, generally are difficult or impossible to pursue as a matter of law or practicality in many emerging markets, including China. See also “Risk Factors — Risks Related to Doing Business in China — You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws” on page 53 of this prospectus.

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RECENT DEVELOPMENTS

The following sets forth certain selected unaudited consolidated statements of comprehensive income data for the nine months ended September 30, 2022, compared to certain selected unaudited consolidated statement of comprehensive income data for the nine months ended September 30, 2021. We have prepared these selected unaudited consolidated statements of comprehensive income data on the same basis as our audited consolidated financial statements. These selected unaudited consolidated statements of comprehensive income data for the nine months reflect all adjustments, consisting only of normal and recurring adjustments, which we consider necessary for a fair statement of our results of operations for the period presented. These selected unaudited consolidated statements of comprehensive income data were prepared by the Company’s management based only upon information available to it as of the date of this prospectus and are not necessarily indicative of the Company’s operating results for any future period. These selected unaudited consolidated statements of comprehensive income data are not a comprehensive statement of our financial results for the nine months ended September 30, 2021 and 2022, and should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. GAAP. For the purpose of this section, translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi are made at RMB7.1135 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2022. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” included elsewhere in this prospectus for information regarding trends and other factors that may affect our results of operations.

	Nine Months Ended September 30,
	2021				2022
	RMB		%		RMB		US$		%
	(in thousands except percentage)
	(unaudited)
Revenues:
Manachised hotels		873,965		56.2		995,977		140,012		60.8
Leased hotels		475,808		30.6		414,020		58,202		25.3
Retail revenues and others		205,686		13.2		226,813		31,885		13.9
Net revenues		1,555,459		100.0		1,636,810		230,099		100.0
Operating costs and expenses:
Hotel operating costs		(1,025,141)		(65.9)		(1,037,383)		(145,833)		(63.4)
Other operating costs		(111,704)		(7.2)		(118,550)		(16,665)		(7.2)
Selling and marketing expenses		(82,913)		(5.3)		(85,937)		(12,081)		(5.3)
General and administrative expenses		(134,579)		(8.7)		(132,968)		(18,692)		(8.1)
Technology and development expenses		(34,699)		(2.2)		(50,216)		(7,059)		(3.1)
Pre-opening expenses		(17,595)		(1.1)		—		—		—
Total operating costs and expenses		(1,406,631)		(90.4)		(1,425,054)		(200,330)		(87.1)
Other operating income		12,314		0.8		31,583		4,440		1.9
Income from operation		161,142		10.4		243,339		34,209		14.9
Interest income		3,999		0.3		9,485		1,333		0.6
Gain from short-term investments		6,384		0.4		6,537		919		0.4
Interest expenses		(5,934)		(0.4)		(4,855)		(683)		(0.3)
Other loss, net		(1,878)		(0.1)		(3,059)		(430)		(0.2)
Income before income tax		163,713		10.5		251,447		35,348		15.4
Income tax expense		(50,924)		(3.3)		(72,762)		(10,229)		(4.4)
Net income		112,789		7.3		178,685		25,119		10.9
Less: net loss attributable to non-controlling interests		(3,133)		(0.2)		(1,692)		(238)		(0.1)

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	Nine Months Ended September 30,
	2021				2022
	RMB		%		RMB		US$		%
	(in thousands except percentage)
	(unaudited)
Net income attributable to the Company		115,922		7.5		180,377		25,357		11.0
Less: accretion of redeemable Class A ordinary shares		(15,115)		(1.0)		—		—		—
Net income available to shareholders of the Company		100,807		6.5		180,377		25,357		11.0
Net income		112,789		7.3		178,685		25,119		10.9
Other comprehensive income
Foreign currency translation adjustments, net of nil income taxes		(3,859)		(0.2)		9,404		1,322		0.6
Other comprehensive (loss) income, net of income taxes		(3,859)		(0.2)		9,404		1,322		0.6
Total comprehensive income		108,930		7.0		188,089		26,441		11.5
Comprehensive loss attributable to non-controlling interests		(3,133)		(0.2)		(1,692)		(238)		(0.1)
Comprehensive income attributable to the Company		112,063		7.2		189,781		26,679		11.6

Net revenues. Despite the new outbreaks of COVID-19 across China since the beginning of 2022, we achieved steady growth in the nine months ended September 30, 2022. Our net revenues increased from RMB1,555.5 million for the nine months ended September 30, 2021 to RMB1,636.8 million (US$230.1 million) for the same period in 2022, primarily driven by our expanding manachised hotel network in China. The number of our manachised hotels increased from 664 as of September 30, 2021 to 847 as of September 30, 2022. The increase in our net revenues was partially offset by a decrease in our leased hotels revenues, mainly due to a declined customer traffic and consumption amid the resurgence of COVID-19 across China since the beginning of 2022.

Income from operation. We recorded income from operation of RMB243.3 million (US$34.2 million) for the nine months ended September 30, 2022, as compared to RMB161.1 million for the same period in 2021. Our total operating costs and expenses increased from RMB1,406.6 million for the nine months ended September 30, 2021 to RMB1,425.1 million (US$200.3 million) for the same period in 2022, primarily due to our business expansion. The increase in our total operating costs and expenses was partially offset by the decreases in (i) pre-opening expenses because all of the leased hotels under development as of September 30, 2021 were already in operation by September 30, 2022, and (ii) general and administrative expenses due to our improved cost management efficiency. Accordingly, income from operation as a percentage of net revenues increased from 10.4% for the nine months ended September 30, 2021 to 14.9% for the same period in 2022.

Net income. Our net income for the nine months ended September 30, 2021 was RMB112.8 million, as compared to RMB178.7 million (US$25.1 million) for the same period in 2022. Net income as a percentage of net revenues increased from 7.3% for the nine months ended September 30, 2021 to 10.9% for the same period in 2022.

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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (as amended by the Fixing America’s Surface Transportation Act of 2015), or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. See “Risk Factors — Risks Related to the ADSs and This Offering — We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.”

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CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

Unless we indicate otherwise, all information in this prospectus reflects the following:

•

no exercise by the underwriters of their over-allotment option to purchase up to 712,500 additional ADSs representing Class A ordinary shares from us; and

Except where the context otherwise requires and for purposes of this prospectus only:

•

“ADR” refers to average daily room rate, which means room revenue divided by the number of rooms in use;

•

“ADSs” refers to the American depositary shares, each representing Class A ordinary shares;

•

“Atour,” “we,” “us,” “our,” “ours,” “our company,” and the “Company,” refer to Atour Lifestyle Holdings Limited, a Cayman Islands company and its subsidiaries;

•

“China” or “PRC” refers to the People’s Republic of China and only in the context of describing PRC laws, regulations and other legal or tax matters in this prospectus, excludes Hong Kong, Macau and Taiwan;

•

“Class A ordinary shares” refers to our Class A ordinary shares with a par value of US$0.0001 per share;

•

“Class B ordinary shares” refers to our Class B ordinary shares with a par value of US$0.0001 per share;

•

“GMV” refers to gross merchandise value, which is the total value of confirmed orders placed by our end customers with us or our franchisees, as the case may be, and sold as part of our retail business, regardless of whether the products are delivered or returned, calculated based on the prices of the ordered products net of any discounts offered to our end customers;

•

“leased hotels” refers to leased-and-operated hotels, which, for the avoidance of doubt, include three hotels that are exclusively operated by us on properties leased by certain designated third parties;

•

“manachised hotels” refers to franchised-and-managed hotels;

•

“occupancy rate” refers to the number of rooms in use divided by the number of available rooms for a given period;

•

“RevPAR” refers to revenue per available room, which is calculated by total revenues during a period divided by the number of available rooms of our hotels during the same period;

•

“ordinary shares” prior to the completion of this offering refers to our Class A ordinary shares and Class B ordinary shares;

•

“RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China;

•

“SKU” refers to stock-keeping unit offered in our retail business;

•

“Tier 1 cities” refers to, based on China Business Network’s rankings of 2020, the four Chinese cities of Beijing, Shanghai, Guangzhou and Shenzhen;

•

“New Tier 1 cities” refers to, based on China Business Network’s rankings of 2020, the 15 Chinese cities of Chongqing, Suzhou, Chengdu, Hangzhou, Wuhan, Nanjing, Tianjin, Qingdao, Changsha, Zhengzhou, Foshan, Hefei, Xi’an, Dongguan and Shenyang;

•

“Tier 2 cities” refers to, based on China Business Network’s rankings of 2020, the 30 Chinese cities of Nanning, Ningbo, Wuxi, Quanzhou, Jinan, Nantong, Fuzhou, Yantai, Changzhou, Xuzhou, Dalian, Wenzhou, Kunming, Changchun, Xiamen, Shaoxing, Shijiazhuang, Langfang, Nanchang, Jiaxing, Taizhou, Harbin, Jinhua, Guiyang, Huizhou, Taiyuan, Zhuhai, Baoding, Zhongshan and Lanzhou;

•

“US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States; and

•

“U.S. GAAP” refers to the accounting principles generally accepted in the United States of America.

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Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus are made at RMB6.6981 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2022. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost & Sullivan, a third-party industry research firm, to provide information regarding our industry and market position in China. Such information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

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THE OFFERING

Offering price range

We currently estimate that the initial public offering price will be between US$11.0 and US$13.0 per ADS.

ADSs offered by us

4,750,000 ADSs (or 5,462,500 ADSs if the underwriters exercise their over-allotment option in full).

Indication of interest

The ADSs

Each ADS represents three Class A ordinary shares, par value US$0.0001 per share. The depositary will hold the ordinary shares underlying the ADSs through its custodian. You will have rights as provided in the deposit agreement.

We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

You may surrender the ADSs to the depositary for cancellation to receive Class A ordinary shares. The depositary will charge you fees for any cancellation.

We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

Ordinary shares

We will issue 14,250,000 Class A ordinary shares represented by the ADSs in this offering.

Following the completion of this offering, our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and

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conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not an affiliate of Mr. Haijun Wang, or upon a change of ultimate beneficial ownership of any Class B ordinary share to a person who is not an affiliate of Mr. Haijun Wang, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

All of our outstanding share options, regardless of grant dates, will entitle holders to the equivalent number of Class A ordinary shares once the vesting and exercising conditions on such share-based awards are met.

See “Description of Share Capital.”

Ordinary shares outstanding immediately after this
offering

391,220,454 ordinary shares, comprised of 317,539,537 Class A ordinary shares and 73,680,917 Class B ordinary shares (or 393,357,954 ordinary shares if the underwriters exercise their option to purchase additional ADSs in full, comprised of 319,677,037 Class A ordinary shares and 73,680,917 Class B ordinary shares).

Over-allotment option

We have granted the underwriters the right to purchase up to an additional 2,137,500 Class A ordinary share from us within 30 days of the date of this prospectus, to cover over-allotments, if any, in connection with the offering.

Listing

We have applied to list the ADSs representing our Class A ordinary shares on the Nasdaq Global Market, or Nasdaq under the symbol “ATAT”.

Use of proceeds

We estimate that the net proceeds to us from the offering will be approximately US$48.6 million, or approximately US$56.5 million if the underwriters exercise their option to purchase additional ADSs in full, based on the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us.

We intend to use the net proceeds from the offering for (i) expanding and strengthening our hotel network in China, including funding the capital expenditures and expenses related to opening of new hotels across different Atour hotel brands and the continuous upgrades of existing hotel facilities, (ii) developing new products and services for our diversified hotel portfolio, strengthening our membership program and enhancing our branding efforts, (iii) enhancing our IT infrastructure and technologies, including digital operating systems and data analytics, to further enhance our customer experience as well as operating efficiency, (iv) selectively pursuing strategic transactions including mergers & acquisitions, joint ventures and investments in China’s hospitality and lifestyle industry; as of the date of this prospectus, we have not identified any specific target, and (v) general corporate and working capital purposes. See “Use of Proceeds.”

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Lock-up

We, our directors, executive officers and existing shareholders have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Payment and settlement

The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2022.

Depositary

The Bank of New York Mellon.

Taxation

For Cayman Islands, PRC and U.S. federal income tax considerations with respect to the ownership and disposition of the ADSs, see “Taxation.”

Risk Factors

See “Risk Factors” and other information included in this prospectus for discussions of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs.

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to 2,137,500 additional Class A ordinary shares to cover over-allotments, if any, in connection with the offering.

The number of ordinary shares that will be outstanding immediately after this offering:

•

is based upon 376,970,454 ordinary shares (including 303,289,537 Class A ordinary shares and 73,680,917 Class B ordinary shares) outstanding as of the date of this prospectus;

•

assumes no exercise of the underwriters’ option to purchase additional ADSs representing Class A ordinary shares;

•

excludes 18,315,960 Class A ordinary shares issuable upon the exercise of 18,315,960 share options outstanding as of the date of this prospectus, at a weighted average exercise price of US$0.81 per share, which were granted pursuant to our Public Company Share Incentive Plan; and

•

excludes 32,713,586 Class A ordinary shares reserved for future issuances upon the exercise of share options to be granted pursuant to our Public Company Share Incentive Plan.

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OUR SUMMARY CONSOLIDATED FINANCIAL DATA AND OPERATING DATA

The following summary consolidated statements of comprehensive income data for the years ended December 31, 2019, 2020 and 2021, summary consolidated balance sheets data as of December 31, 2020 and 2021, and summary consolidated statements of cash flows data for the years ended December 31, 2019, 2020 and 2021 have been derived from the audited consolidated financial statements of the Company included elsewhere in this prospectus, which were prepared and presented in accordance with U.S. GAAP. The following summary consolidated statements of comprehensive income data for the six months ended June 30, 2021 and 2022, summary consolidated balance sheet data as of June 30, 2022 and summary consolidated cash flows data for the six months ended June 30, 2021 and 2022 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial statements. Our historical results are not necessarily indicative of results expected for future periods. You should read this Our Summary Consolidated Financial Data and Operating Data section together with the Company’s consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following table presents the Company’s summary consolidated statements of comprehensive income data for the years ended December 31, 2019, 2020 and 2021 and the six months ended June 30, 2021 and 2022.

	Years Ended December 31,						Six Months Ended June 30,
	2019		2020		2021		2021		2022		2022
	RMB		RMB		RMB		RMB		RMB		US$
	(in thousands)
Summary Consolidated Statements of Comprehensive Income (loss) Data
Revenues:
Manachised hotels		840,400		926,307		1,220,301		560,852		568,939		84,940
Leased hotels		614,829		496,470		630,238		308,770		254,455		37,989
Retail revenues and others		111,862		143,775		297,038		120,719		143,303		21,395
Net revenues		1,567,091		1,566,552		2,147,577		990,341		966,697		144,324
Operating costs and expenses:
Hotel operating costs		(1,097,441)		(1,150,101)		(1,419,578)		(661,830)		(648,275)		(96,785)
Other operating costs		(81,337)		(78,746)		(163,324)		(63,243)		(73,605)		(10,989)
Selling and marketing expenses		(75,745)		(70,972)		(124,210)		(44,387)		(55,532)		(8,291)
General and administrative expenses		(138,241)		(131,366)		(197,064)		(90,025)		(87,377)		(13,045)
Technology and development expenses		(29,363)		(33,649)		(52,121)		(18,623)		(33,770)		(5,042)
Pre-opening expenses		(68,166)		(61,878)		(17,595)		(17,480)		—		—
Total operating costs and expenses		(1,490,293)		(1,526,712)		(1,973,892)		(895,588)		(898,559)		(134,152)
Other operating income		14,602		23,429		22,371		6,802		26,767		3,996
Income from operations		91,400		63,269		196,056		101,555		94,905		14,168
Interest income		240		707		6,722		1,914		5,598		836
Gain from short-term investments		22,165		11,046		8,745		4,363		3,764		562
Interest expenses		(4,294)		(1,481)		(7,937)		(3,381)		(3,321)		(496)
Other (expense) income, net		(1,187)		1,883		301		(171)		(1,878)		(280)
Income before income tax		108,324		75,424		203,887		104,280		99,068		14,790
Income tax expense		(47,493)		(37,602)		(64,217)		(33,601)		(31,523)		(4,706)
Net income		60,831		37,822		139,670		70,679		67,545		10,084
Less: net loss attributable to non-controlling interests		(4,129)		(4,229)		(5,384)		(3,264)		(1,502)		(224)
Net income attributable to the Company		64,960		42,051		145,054		73,943		69,047		10,308
Less: accretion of redeemable Class A ordinary shares		(48,964)		(52,881)		(15,115)		(15,115)		—		—
Net income (loss) available to shareholders of the Company		15,996		(10,830)		129,939		58,828		69,047		10,308

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The following table presents the Company’s summary consolidated balance sheets data as of December 31, 2020 and 2021 and June 30, 2022:

	As of December 31,				As of June 30,
	2020		2021		2022
	RMB		RMB		RMB		US$
	(in thousands)
Summary Consolidated Balance Sheets Data:
Cash and cash equivalents		824,546		1,038,583		1,262,227		188,446
Property and equipment, net		467,450		439,015		395,393		59,031
Total assets		1,985,716		2,245,147		4,485,921		669,730
Long-term borrowings, non-current portion		31,165		43,630		4,000		597
Deferred revenue (current and non-current)		415,865		501,644		488,105		72,872
Accrued expenses and other payables		378,532		447,380		463,154		69,147
Total liabilities		1,419,919		1,680,532		3,849,085		574,653
Mezzanine equity		881,393		—		—		—
Total (deficit) equity		(315,596)		564,615		636,836		95,077

The following table presents the Company’s summary consolidated statements of cash flows data for the years ended December 31, 2019, 2020 and 2021 and the six months ended June 30, 2022.

	Years Ended December 31,						Six Months Ended June 30,
	2019		2020		2021		2021		2022		2022
	RMB		RMB		RMB		RMB		RMB		US$
	(in thousands)
Summary Consolidated Statements of Cash Flows Data:
Net cash generated from operating activities		224,114		118,670		417,879		148,188		138,982		20,749
Net cash generated from (used in) investing activities		264,859		(105,527)		(42,225)		(35,318)		(13,932)		(2,080)
Net cash (used in) generated from financing activities		(10,084)		48,011		(161,080)		(5,194)		94,799		14,153

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Selected Quarterly Results of Operations

The following table sets forth our unaudited consolidated quarterly results of operations for the periods indicated. You should read the following table in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited consolidated quarterly financial information on the same basis as our consolidated financial statements. The unaudited consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair representation of our operating results for the quarters presented. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — Selected Quarterly Results of Operations.”

	Three Months Ended
	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021		June 30, 2021		September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022
	RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB
	(in thousands)
Revenues:
Manachised hotels		150,953		203,687		239,324		246,436		130,613		198,584		295,762		301,348		254,066		306,786		313,113		346,336		273,805		295,134
Leased hotels		130,756		154,868		169,457		159,748		52,661		106,442		167,241		170,126		124,891		183,879		167,038		154,430		111,581		142,874
Retail revenues and others		21,155		26,318		28,087		36,302		18,876		32,821		40,812		51,266		40,901		79,818		84,967		91,352		66,728		76,575
Net revenues		302,864		384,873		436,868		442,486		202,150		337,847		503,815		522,740		419,858		570,483		565,118		592,118		452,114		514,583
Operating costs and expenses:
Hotel operating costs		(226,707)		(271,422)		(288,449)		(310,863)		(222,862)		(265,698)		(331,203)		(330,338)		(307,402)		(354,428)		(363,311)		(394,437)		(323,168)		(325,107)
Other operating costs		(14,132)		(16,480)		(20,493)		(30,232)		(12,104)		(17,670)		(22,275)		(26,697)		(25,223)		(38,020)		(48,461)		(51,620)		(31,923)		(41,682)
Selling and marketing expenses		(14,467)		(18,503)		(18,436)		(24,339)		(11,073)		(19,206)		(20,370)		(20,323)		(14,302)		(30,085)		(38,526)		(41,297)		(23,776)		(31,756)
General and administrative expenses		(29,059)		(34,686)		(34,445)		(40,051)		(30,748)		(33,379)		(31,579)		(35,660)		(40,617)		(49,408)		(44,554)		(62,485)		(45,518)		(41,859)
Technology and development expenses		(5,996)		(6,470)		(7,917)		(8,980)		(8,122)		(8,027)		(8,677)		(8,823)		(8,467)		(10,156)		(16,076)		(17,422)		(17,808)		(15,962)
Pre-opening expenses		(9,523)		(15,309)		(18,955)		(24,379)		(21,286)		(24,393)		(8,662)		(7,537)		(6,780)		(10,700)		(115)		—		—		—
Total operating costs and expenses		(299,884)		(362,870)		(388,695)		(438,844)		(306,195)		(368,373)		(422,766)		(429,378)		(402,791)		(492,797)		(511,043)		(567,261)		(442,193)		(456,366)
Other operating income		1,012		265		10,023		3,302		8,155		3,065		3,463		8,746		2,208		4,594		5,512		10,057		3,099		23,668
Income (loss) from operation		3,992		22,268		58,196		6,944		(95,890)		(27,461)		84,512		102,108		19,275		82,280		59,587		34,914		13,020		81,885
Interest income		56		43		46		95		148		141		220		198		390		1,524		2,085		2,723		1,917		3,681
Gain from short-term investments		4,585		5,427		5,773		6,380		3,431		3,455		1,891		2,269		2,137		2,226		2,021		2,361		1,760		2,004
Interest expenses		(812)		(1,372)		(1,237)		(873)		(500)		(571)		(358)		(52)		(1,565)		(1,816)		(2,553)		(2,003)		(1,490)		(1,831)
Other (expense) income, net		(486)		665		(942)		(424)		76		605		1,101		101		1,022		(1,193)		(1,707)		2,179		(53)		(1,825)
Income (loss) before income tax		7,335		27,031		61,836		12,122		(92,735)		(23,831)		87,366		104,624		21,259		83,021		59,433		40,174		15,154		83,914
Income tax (expense) benefit		(5,465)		(10,441)		(20,795)		(10,792)		16,657		(2,545)		(24,966)		(26,748)		(9,790)		(23,811)		(17,323)		(13,293)		(7,944)		(23,579)
Net income (loss)		1,870		16,590		41,041		1,330		(76,078)		(26,376)		62,400		77,876		11,469		59,210		42,110		26,881		7,210		60,335
Less: Net (loss) income attributable to non-controlling interests		(673)		(50)		(995)		(2,411)		(2,154)		(1,717)		(751)		393		(772)		(2,492)		131		(2,251)		(614)		(888)
Net income (loss) attributable to the Company		2,543		16,640		42,036		3,741		(73,924)		(24,659)		63,151		77,483		12,241		61,702		41,979		29,132		7,824		61,223

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Key Operating Data

The following table presents key operating metrics of the Company for the periods indicated.

	As of December 31, 2019		As of December 31, 2020		As of December 31, 2021		As of June 30, 2022		As of September 30, 2022
Total hotels(1)
Manachised hotels		391		537		712		801		847
Leased hotels		29		33		33		33		33
All hotels		420		570		745		834		880
Hotel rooms(1)
Manachised hotels		44,983		61,782		81,594		91,911		97,649
Leased hotels		4,104		4,836		5,060		5,058		5,058
All hotels		49,087		66,618		86,654		96,969		102,707

Note:

(1)

Includes 19, 42, 69 and 72 hotels being requisitioned by the government for quarantine needs in response to the COVID-19 outbreak, which were not in operation as of December 31, 2020 and 2021, June 30, 2022 and September 30, 2022, respectively.

			Year Ended December 31, 2020				Year Ended December 31, 2021				Six Months Ended June 30, 2021				Six Months Ended June 30, 2022
	Year Ended December 31, 2019		Exclusive of requisitioned hotels(2)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(2)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(2)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(2)		Inclusive of requisitioned hotels
Occupancy rate (in percentage)
Manachised hotels		72.3%		66.9%		63.2%		67.4%		66.8%		68.6%		68.0%		57.2%		56.0%
Leased hotels		83.0%		68.6%		67.6%		70.8%		71.1%		73.2%		73.2%		61.8%		64.1%
All hotels		73.4%		67.1%		63.5%		67.7%		67.0%		69.0%		68.4%		57.5%		56.5%
ADR (in RMB)
Manachised hotels		415.9		382.2		379.2		407.4		405.2		405.7		404.2		363.0		360.9
Leased hotels		530.1		467.7		467.4		517.0		513.3		506.9		506.9		436.4		445.1
All hotels		429.5		389.8		386.8		415.2		412.7		413.3		411.8		367.9		366.3
RevPAR (in RMB)
Manachised hotels		313.7		268.9		251.6		288.1		283.7		291.2		287.5		219.7		215.2
Leased hotels		463.7		339.4		334.1		388.1		387.5		391.9		391.9		295.1		311.5
All hotels		329.5		275.1		258.3		294.9		290.5		298.3		294.7		224.4		220.6

Note:

(2)

Excludes, for purposes of calculating these key operating metrics, approximately 1,777 thousand, 1,191 thousand, 379 thousand and 2,776 thousand room-nights related to hotel rooms that were requisitioned by the government for quarantine needs in response to the COVID-19 outbreak or otherwise became unavailable due to temporary hotel closures in 2020, 2021 and the six months ended June 30, 2021 and 2022, respectively. The ADR and RevPAR are calculated based on the tax inclusive room rates.

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	Three Months Ended
									March 31, 2020				June 30, 2020				September 30, 2020				December 31, 2020				March 31, 2021				June 30, 2021					September 30, 2021				December 31, 2021				March 31, 2022				June 30, 2022				September 30, 2022
	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)			Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels		Exclusive of requisitioned hotels(1)		Inclusive of requisitioned hotels
Occupancy rate (in percentage)
Manachised hotels		64.4%		73.2%		76.4%		73.1%		37.5%		30.7%		66.5%		65.2%		77.5%		76.8%		75.4%		74.8%		59.6%		58.9%		76.7%			76.4%		67.8%		67.5%		65.0%		63.9%		49.9%		48.0%		65.0%		63.6%		72.0%		69.8%
Leased hotels		78.6%		84.0%		85.8%		83.3%		34.6%		32.6%		73.4%		73.1%		81.7%		81.7%		79.1%		79.1%		66.1%		66.1%		80.3%			80.3%		71.0%		71.6%		65.9%		66.7%		50.9%		54.0%		72.4%		74.0%		71.6%		71.7%
All hotels		66.2%		74.4%		77.3%		74.0%		37.2%		30.8%		67.1%		65.8%		77.9%		77.2%		75.7%		75.1%		60.0%		59.4%		76.9%			76.6%		68.0%		67.8%		65.1%		64.1%		50.0%		48.3%		65.5%		64.2%		72.0%		69.9%
ADR(2) (in RMB)
Manachised hotels		397.4		417.6		432.1		410.4		364.0		355.7		336.4		333.0		397.4		395.4		405.4		404.6		370.5		369.2		430.1			428.9		416.6		413.4		401.5		398.8		369.9		369.6		357.4		354.7		419.5		413.4
Leased hotels		499.4		534.0		550.5		532.8		444.3		443.8		391.9		391.3		494.0		494.0		511.3		511.3		458.6		458.6		546.2			546.2		532.0		523.5		522.5		515.6		460.0		465.8		420.1		430.2		506.3		504.4
All hotels		412.7		432.6		445.4		422.5		371.7		363.4		341.7		338.3		406.1		404.0		414.1		413.1		377.7		376.3		438.3	R