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United States securities and exchange commission logo
December 7, 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. 5 to
Registration Statement on Form F-1
Filed November 1,
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
October 8, 2021 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed November 1,
2021
General
1. We note your response
to comments 2 and 3 and revised disclosure on pages 5 and 64 that
the PRC Data Security
Law defines "data processing" broadly, and that you have more
than one million users.
Please file a revised legal opinion as Exhibit 99.2 to address how
the "data processing"
definition, as broadly defined, together with your planned listing
abroad and more than
one million users appear to require that you be subject to a
cybersecurity review.
Revise your Summary and Risk Factor disclosure to further clarify
the specific risks of
going forward with an offering under these circumstances without
cybersecurity review.
Please include a risk factor under a separate subheading.
Haijun Wang
FirstName LastNameHaijun Wang
Atour Lifestyle Holdings Limited
Comapany7,
December NameAtour
2021 Lifestyle Holdings Limited
December
Page 2 7, 2021 Page 2
FirstName LastName
Cover Page
2. Please provide a description of how cash is transferred through your
organization and
disclosure regarding your intentions to distribute earnings or settle
amounts throughout the
organization. State whether any transfers, dividends, or distributions
have been made to
date.
Prospectus Summary
Our Challenges, page 3
3. In each of the bulleted summary risk factors, please provide specific
cross-references to
the more detailed discussion of these risks in the prospectus.
Recent Regulatory Developments
Potential CSRC Approval Required For This Offering, page 6
4. We note your disclosure on page 6 that [a]s of the date of this
prospectus, there are no
PRC laws and regulations in force explicitly requiring that [you]
obtain any permission
from PRC authorities including the CSRC to issue securities to foreign
investors. Please
reconcile with your revised disclosure and response to comments 1 and
3, which seem to
indicate that you are "technically" subject to review. Additionally,
disclose the
consequences to you and your investors if you inadvertently conclude
that such approvals
are not required, or applicable laws, regulations, or interpretations
change and you are
required to obtain approval in the future.
Risk Factors, page 22
5. Please revise the risk factors on pages 50-51 to disclose that trading
in your securities may
be prohibited under the Holding Foreign Companies Accountable Act if
the PCAOB
determines that it cannot inspect or fully investigate your auditor,
and that as a result an
exchange may determine to delist your securities. If the PCAOB has
been or is currently
unable to inspect your auditor, revise your disclosure to so state.
Management's Discussion and Analysis, page 83
6. We note your response to comment 1 and the statement that you do not
believe the
operations "of a largely offline hotel network without any material
reliance on online
platforms would implicate substantial risks related to national
security, cross-border
transfer of core data, important data or massive personal
information." It is unclear
why you believe you do not materially rely on an online platform when
your "cloud-
based, all-channel, real-time CRS" allows you to (1) manage
inventories, prices and
reservations across all your major channels and (2) avail yourself of
other processes, for
example, "to monitor and analyze" your core operational metrics and
make well-informed
business decisions in real time, as stated on page 135. Do you believe
you are or will be
subject to cybersecurity review, but that such review will not have a
material impact given
Haijun Wang
Atour Lifestyle Holdings Limited
December 7, 2021
Page 3
the nature of your operations? Or do you believe the nature of your
operations will result
in a decision by authorities not to conduct a cybersecurity review
despite the "technical"
application to you? Please further explain your belief regarding
cybersecurity review
and your "largely offline" network. Additionally, as requested please
revise your
Management's Discussion and Analysis to address the possible material
impact or advise
us why you believe potential cybersecurity review does not constitute a
known material
event or uncertainty that is not likely to come to fruition.
You may contact Frank Knapp at 202-551-3805 or Robert Telewicz at
202-551-3438 if
you have questions regarding the financial statements and related matters.
Please contact Ronald
(Ron) E. Alper at 202-551-3329 or 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
December 7, 2021 Page 3
cc: Li He, Esq.
FirstName LastName