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United States securities and exchange commission logo
July 6, 2021
Haijun Wang
Chairman and Chief Executive Officer
Atour Lifestyle Holdings Limited
18th floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People's Republic of China
Re: Atour Lifestyle
Holdings Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed June 24, 2021
File No. 333-256881
Dear Mr. Wang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
23, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1. We note that Gaoling
Fund, L.P. and YHG Investment, L.P. have expressed an interest to
purchase approximately
40% of the shares in the offering and that the underwriters could
determine to sell more
ADSs to these potential purchasers. So that investors will be able
to determine the
minimum amount of your shares that will enter the public market through
sales to the public, as
opposed to these investors, please disclose any ceiling on the
amount that may be
purchased by Gaoling Fund, L.P. and YHG Investment, L.P.
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany
July 6, 2021NameAtour Lifestyle Holdings Limited
July 6,2 2021 Page 2
Page
FirstName LastName
Please also add risk factor disclosure regarding any potential
material impact on the public
investors, such as effect on liquidity. Also disclose whether the
securities held by such
potential purchasers would be subject to any lock-up provisions.
Cover Page
2. Please provide the full name of Hillhouse, which you state is
affiliated with Gaoling Fund,
L.P. and YHG Investment, L.P.
Prospectus Summary
Our Corporate History and Structure
Our Corporate Structure, page 5
3. Please reconcile the share ownership percentages in footnote 1 with
the percentages
disclosed under the section Implication of Being a Controlled
Company on page 8 and
elsewhere as appropriate.
Corporate History and Structure, page 81
4. We have considered your response to our prior comment 2. Please
address the following
with respect to your response:
Please provide us with a detailed analysis of voting rights held
by each owner of
Atour Shanghai prior to the restructuring, and each owner of Atour
Lifestyle after the
restructuring (both before and after the IPO). Your analysis
should include a
discussion of the matters which are decided by a simple majority
vote both pre and
post restructuring, and those matters that are decided by any
matter other than a
simple majority vote (and the manner in which those decisions are
made).
In your response to our prior comment 2, you indicate that there
are restrictions on
Mr. Wang s ability to make certain decisions prior to the IPO
without written consent
of the holders of 2/3 of the shares held by certain key external
investors. Please tell
us who these certain key external investors are, and clarify for
us whether these
restrictions are permanent and will remain in place after the IPO.
We understand that your position is that all specific beneficial
owners who held
ownership interests in Atour Shanghai prior to the restructuring
held the exact same
number of shares in Atour Lifestyle after the restructuring.
Please confirm for us that
all shares (including the 73,680,917 class B shares issued to Mr.
Wang through his
beneficial ownership of Sea Pearl Holding Limited) were issued as
part of the
restructuring. To the extent any shares were issued after the
restructuring, explain to
us how that is consistent with your position that all specific
beneficial owners of
Atour Shanghai have the same number of shares in Atour Lifestyle
after the
restructuring.
In your response you mention a group of 13 natural persons that
collectively held a
total of 15,850,032 shares in Atour Shanghai and Atour Lifestyle
before and after the
restructuring respectively. Please confirm for us whether each
individual shareholder
Haijun Wang
Atour Lifestyle Holdings Limited
July 6, 2021
Page 3
in the 13 member group held the same number of shares both before
and after the
restructuring.
Please provide us with a detailed discussion of all pre-IPO
activities conducted by
Atour Lifestyle Holdings, tell us whether you believe these
activities were
substantive and provide us with the basis for your conclusions.
In your response you state that the consolidated financial
statements of Atour
Lifestyle Holdings have been retrospectively adjusted to reflect the
capital structure
of the legal parent. You further state that certain other
transactions, such as the
termination of the preference rights of certain holders, are
separate from the
restructuring and have therefore not been retroactively reflected in
the financial
statements of Atour Lifestyle. However, we note that in your
response to our prior
comment 2 in your response letter dated May 13, 2021 you stated that
the financial
statements of Atour Lifestyle will not represent the capital
structure of the Company
after the restructuring because of these transactions. Further, in
footnote 19 on page
F-45 you describe the termination of the preference rights of the A,
B and C shares as
being pursuant to the reorganization framework. Finally, our
understanding is that all
shares of Atour Shanghai were surrendered as part of the
restructuring, and that new
class A shares (or class B shares) of Atour Lifestyle were issued to
existing Atour
Shanghai shareholders such that each shareholder had the same number
of shares post
restructuring as pre restructuring. If that is the case, we remain
unclear as to how the
class A, B and C shares of Atour Shanghai survive the restructuring.
Please reconcile
these apparent inconsistent statements and revise your disclosure as
necessary.
In addition to the above, we remain unclear how your financial
statements reflect all
the changes to the capital structure caused by the restructuring.
For example, we do
not see how you have reflected the 73,680,917 class B shares issued
to Mr Wang on
the face of the balance sheet or in the notes thereto.
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte Lippmann at
202-551-3713 with any
other questions.
Sincerely,
FirstName LastNameHaijun Wang
Division of
Corporation Finance
Comapany NameAtour Lifestyle Holdings Limited
Office of Real
Estate & Construction
July 6, 2021 Page 3
cc: Li He
FirstName LastName