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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number: 001-40540

Atour Lifestyle Holdings Limited

(Exact name of registrant as specified in its charter)

18th floor, Wuzhong Building,

618 Wuzhong Road, Minhang District,

Shanghai, People’s Republic of China

(+86) 021-64059928

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F Form 40-F

EXHIBIT INDEX

Exhibit No.

Description

99.1

Unaudited Condensed Consolidated Financial Statements

99.2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

,

Atour Lifestyle Holdings Limited

Date: December 4, 2023

By:

/s/ HAIJUN WANG

Name: Haijun Wang

Title: Chairman of the Board of Director and Chief Executive Officer

73680917736809170001853717Q3false2023--12-312023-09-30P8YP1YP1Y

Table of Contents

Exhibit 99.1

ATOUR LIFESTYLE HOLDINGS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    

Page

Unaudited Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of December 31, 2022 and September 30, 2023

F-2

Unaudited Condensed Consolidated Statements of Comprehensive Income for the Nine Months Ended September 30, 2022 and 2023

F-5

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2023

F-6

Notes to the Unaudited Condensed Consolidated Financial Statements

F-7

F-1

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of September 30,

Note

2022

2023

    

    

RMB

    

RMB

    

USD

(Note 2(b))

Assets

 

Current assets

 

Cash and cash equivalents

 

  

 

1,589,161

 

2,197,677

 

301,217

Short-term investments

157,808

783,861

107,437

Accounts receivable, net of allowance of RMB19,468 and RMB21,295 as of December 31,2022 and September 30, 2023, respectively

 

11(b)

 

132,699

 

143,446

 

19,661

Prepayments and other current assets

 

3

 

133,901

 

246,319

 

33,761

Amounts due from related parties

 

15(b)

 

53,630

 

117,830

 

16,150

Inventories

 

 

57,460

 

113,660

 

15,578

Total current assets

 

 

2,124,659

 

3,602,793

 

493,804

Non-current assets

 

 

Restricted cash

 

 

946

 

644

 

88

Contract costs

 

11(d)

 

67,270

 

84,166

 

11,536

Property and equipment, net

 

4

 

360,300

 

305,979

 

41,938

Operating lease right-of-use assets

6

1,932,000

1,737,158

238,097

Intangible assets, net

 

5

 

5,537

 

4,643

 

636

Goodwill

 

 

17,446

 

17,446

 

2,391

Deferred tax assets

 

 

112,533

 

85,238

 

11,683

Other assets

 

3

 

141,335

 

135,625

 

18,590

Total non-current assets

 

 

2,637,367

 

2,370,899

 

324,959

Total assets

 

 

4,762,026

 

5,973,692

 

818,763

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of September 30,

Note

2022

2023

    

    

RMB

    

RMB

    

USD

(Note 2(b))

Liabilities and shareholders’ equity

Current liabilities

 

6

 

 

Operating lease liabilities, current

319,598

301,967

41,388

Accounts payable

 

 

184,901

 

410,294

 

56,236

Deferred revenue, current

 

11(b)

 

202,996

 

334,634

 

45,865

Salary and welfare payable

 

 

103,539

 

147,558

 

20,225

Accrued expenses and other payables

 

8

 

330,282

 

648,202

 

88,843

Income taxes payable

 

 

31,336

 

118,092

 

16,186

Short-term borrowings

 

9

 

142,828

 

70,000

 

9,594

Current portion of long-term borrowings

 

9

 

29,130

 

 

Amounts due to related parties

 

15(b)

 

3,004

 

2,326

 

319

Total current liabilities

 

 

1,347,614

 

2,033,073

 

278,656

Non-current liabilities

 

 

 

 

Operating lease liabilities, non-current

6

1,805,402

1,613,495

221,148

Deferred revenue, non-current

 

11(b)

 

277,841

 

348,476

 

47,762

Long-term borrowings, non-current portion

 

9

 

2,000

 

2,000

 

274

Other non-current liabilities

 

10

 

141,763

 

180,887

 

24,793

Total non-current liabilities

 

 

2,227,006

 

2,144,858

 

293,977

Total liabilities

 

 

3,574,620

 

4,177,931

 

572,633

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of September 30,

Note

2022

2023

    

    

RMB

    

RMB

    

USD

(Note 2(b))

Shareholders’ equity

 

 

 

 

Class A ordinary shares (USD0.0001 par value; 2,900,000,000 shares authorized; 319,677,037 shares and 340,161,306 shares issued as of December 31, 2022 and September 30,2023, respectively; 319,677,037 shares and 339,104,797 shares outstanding as of December 31, 2022 and September 30,2023, respectively)

 

14

 

229

 

244

 

33

Class B ordinary shares (USD0.0001 par value; and 100,000,000 shares authorized; 73,680,917 shares issued and outstanding)

 

14

 

56

 

56

 

8

Additional paid in capital

 

 

1,286,189

 

1,500,836

 

205,707

Retained earnings (accumulated deficit)

 

 

(78,304)

 

287,172

 

39,360

Accumulated other comprehensive income (loss)

 

 

(10,865)

 

15,141

 

2,075

Total equity attributable to shareholders of the Company

 

 

1,197,305

 

1,803,449

 

247,183

Non-controlling interests

 

 

(9,899)

 

(7,688)

 

(1,053)

Total shareholders’ equity

 

 

1,187,406

 

1,795,761

 

246,130

Commitments and contingencies

 

16

 

 

 

Total liabilities and shareholders’ equity

 

 

4,762,026

 

5,973,692

 

818,763

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(All amounts in thousands, except share data and per share data, or otherwise noted)

    

For the nine months ended September 30

Note

    

2022

    

2023

RMB

RMB

USD

(Note 2(b))

Revenues:

 

11

 

  

 

  

 

  

Manachised hotels

 

 

995,977

 

1,854,393

 

254,166

Leased hotels

 

 

414,020

 

645,024

 

88,408

Retail revenues and others

 

 

226,813

 

661,332

 

90,643

Net revenues

 

 

1,636,810

 

3,160,749

 

433,217

Operating costs and expenses:

 

 

 

 

Hotel operating costs

 

 

(1,037,383)

 

(1,507,682)

 

(206,645)

Other operating costs

 

 

(118,550)

 

(323,157)

 

(44,292)

Selling and marketing expenses

 

 

(85,937)

 

(262,682)

 

(36,004)

General and administrative expenses

 

 

(132,968)

 

(346,036)

 

(47,428)

Technology and development expenses

 

 

(50,216)

 

(54,988)

 

(7,537)

Total operating costs and expenses

 

 

(1,425,054)

 

(2,494,545)

 

(341,906)

Other operating income

 

31,583

 

43,653

 

5,983

Income from operations

 

243,339

 

709,857

 

97,294

Interest income

 

9,485

 

20,812

 

2,853

Gain from short-term investments

 

6,537

 

23,197

 

3,179

Interest expenses

 

(4,855)

 

(4,326)

 

(593)

Other expenses, net

 

(3,059)

 

(4,442)

 

(609)

Income before income tax

 

251,447

 

745,098

 

102,124

Income tax expense

 

7

(72,762)

 

(225,804)

 

(30,949)

Net income

 

178,685

 

519,294

 

71,175

Less: net income (loss) attributable to non-controlling interests

 

(1,692)

 

2,211

 

303

Net income attributable to the Company

 

  

 

180,377

 

517,083

 

70,872

Net income

 

178,685

 

519,294

 

71,175

Other comprehensive income

 

 

 

Foreign currency translation adjustments, net of nil income taxes

 

9,404

 

26,006

 

3,564

Other comprehensive income, net of income taxes

9,404

26,006

3,564

Total comprehensive income

 

188,089

 

545,300

 

74,739

Comprehensive income (loss) attributable to non-controlling interests

 

(1,692)

 

2,211

 

303

Comprehensive income attributable to the Company

 

189,781

 

543,089

 

74,436

Net income per ordinary share

 

12

 

 

—Basic

 

0.48

 

1.28

 

0.18

—Diluted

0.48

1.25

0.17

Weighted average ordinary shares used in calculating net income per ordinary share

 

12

 

 

—Basic

376,970,454

403,206,606

403,206,606

—Diluted

 

376,970,454

 

414,425,523

 

414,425,523

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except share data and per share data, or otherwise noted)

    

For the nine months ended September 30

2022

2023

RMB

RMB

USD

(Note 2(b))

Cash flows from operating activities:

Net cash generated from operating activities

318,695

1,424,636

195,263

Cash flows from investing activities:

Payment for purchases of property and equipment

(23,795)

(31,897)

(4,372)

Proceeds from disposal of property and equipment

670

92

Payment for purchases of intangible assets

(1,142)

Payment for purchases of short-term investments

(1,850,550)

(5,826,210)

(798,549)

Proceeds from maturities of short-term investments

1,857,087

5,213,708

714,599

Net cash used in investing activities

(18,400)

(643,729)

(88,230)

Cash flows from financing activities:

Acquisition of non-controlling interest

(350)

Proceeds from borrowings

169,000

40,000

5,482

Repayment of borrowings

(76,480)

(141,958)

(19,457)

Proceeds from stock option exercises

53,160

7,286

Payment for dividends

(150,579)

(20,638)

Payment for initial public offering costs

(721)

Net cash (used in) generated from financing activities

91,449

(199,377)

(27,327)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

5,066

 

26,684

 

3,657

Net increase in cash, cash equivalents and restricted cash

 

396,810

 

608,214

 

83,363

Cash and cash equivalents and restricted cash at the beginning of the period

 

1,039,529

 

1,590,107

 

217,942

Cash and cash equivalents and restricted cash at the end of the period

 

1,436,339

 

2,198,321

 

301,305

Supplemental disclosure of cash flow information:

 

 

 

Income tax paid

 

55,719

 

111,411

 

15,270

Interest paid

 

5,389

 

5,246

 

719

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

Payable for purchase of property and equipment

 

18,962

 

13,913

 

1,907

Interest payable

 

2,738

 

2,210

 

303

Payable for initial public offering costs

 

11,101

 

 

Supplemental disclosure of cash and cash equivalents and restricted cash:

 

  

 

  

 

  

Cash and cash equivalents

 

1,435,393

 

2,197,677

 

301,217

Restricted cash

 

946

 

644

 

88

Total cash and cash equivalents, and restricted cash

 

1,436,339

 

2,198,321

 

301,305

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Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share data and per share data, or otherwise noted)

1.

Description of the business and organization

Description of the business

Atour Lifestyle Holdings Limited (“Atour LifeStyle” or the “Company”), is a holding company incorporated in the Cayman Islands. The Company conducts its business through its subsidiary, Shanghai Atour Business Management (Group) Co., Ltd. (“Atour Shanghai”), and the subsidiaries of Atour Shanghai (“together referred to as the “Group”). The principal business activities of the Group are to develop lifestyle brands around hotel offerings in the People’s Republic of China (the “PRC”). On November 11, 2022, the Company completed its IPO on NASDAQ in the United States under the stock code “ATAT”.

Manachised hotels

Manachised hotels refers to franchised-and-managed hotels. Typically the Group enters into certain franchise and management arrangements with franchisees for which the Group is responsible for providing branding, appointing and training of the hotel managers, and various other management services. Under typical franchise and management agreements, the franchisee is required to pay an upfront franchise fee and ongoing franchise and management service fees, the majority of which are determined based on a certain percentage of the revenues of the hotel. The franchisee is responsible for hotel construction, renovation and maintenance. The term of the franchise and management agreements are typically eight to fifteen years.

Leased hotels

Leased hotels refer to the hotels that the Group operates and manages and where the properties are leased from third party lessors. The Group is responsible for hotel development and customization to conform to the Group’s standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease. The Group is also responsible for all aspects of hotel operations and management, including hiring, training and supervising the hotel managers and employees required to operate our hotels and purchasing supplies.

As of September 30, 2023, the principal subsidiaries of the Group are as follows:

    

    

Date of  

    

    

Incorporation, 

Percentage of 

Merger or

Place of 

Major 

Subsidiaries

Ownership

Acquisition

Incorporation

Operation

Atour (Tianjin) Hotel Management Co., Ltd.

 

100%

August 30, 2012

 

PRC

 

Hotel management

Shanghai Atour Business Management (Group) Co., Ltd.

100%

February 17,2013

PRC

Hotel management

Xi'an Jiaduo Hotel Management Co., Ltd.

100%

August 30, 2013

PRC

Hotel management

Gongyu (Shanghai) Culture Communication Co., Ltd.

 

100%

December 02, 2014

 

PRC

 

Retail management

Shanghai Qingju Investment Management Co., Ltd.

100%

July 15, 2015

PRC

Investment management

Fuzhou Hailian Atour Hotel Management Co., Ltd.

51%

September 21, 2015

PRC

Hotel management

Chengdu Zhongchengyaduo Hotel Management Co., Ltd.

100%

November 26, 2015

PRC

Hotel management

Shanghai Hongwang Financial Information Service Co., Ltd.

 

100%

January 27, 2016

 

PRC

 

Financial information service management

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Table of Contents

    

    

Date of  

    

    

    

 

Incorporation, 

Percentage of 

Merger or

Place of 

Major 

Subsidiaries

Ownership

Acquisition

Incorporation

Operation

Shanghai Shankuai Information Technology Co.,Ltd.

100%

February 01,2016

PRC

Retail management

Hangzhou Anduo Hotel Management Co., Ltd.

100%

April 20, 2017

PRC

Hotel management

Shanghai Leiduo Information Technology Co., Ltd.

100%

March 21, 2017

PRC

Retail management

Yueduo (Shanghai) Apartment Management Service Co., Ltd.

80%

March 23, 2017

PRC

Property Management

Shanghai Naiduo Hotel Management Co., Ltd.

100%

July 25, 2017

PRC

Hotel management

Shanghai Zhouduo Hotel Management Co., Ltd.

100%

August 04, 2017

PRC

Hotel management

Shanghai Chengduo Information Technology Co., Ltd.

100%

November 15, 2017

PRC

Software and Technology services

Beijing Chengduo Data Technology Co., Ltd.

 

100%

January 22, 2018

 

PRC

 

Technology services

Shanghai Xiangduo Enterprise Management Co., Ltd.

 

100%

April 13, 2018

 

PRC

 

Hotel management

Shanghai Guiduo Hotel Management Co., Ltd.

 

100%

May 08,2018

 

PRC

 

Hotel management

Atour (Shanghai) Travel Agency Co., Ltd.

 

100%

July 05, 2018

 

PRC

 

Travel agency operation

Guangzhou Zhongduo Hotel Management Co., Ltd.

 

100%

July 19, 2018

 

PRC

 

Hotel management

Shanghai Banduo Hotel Management Co., Ltd.

 

100%

October 11, 2018

 

PRC

 

Hotel management

Beijing Yueduo Property Management Co., Ltd.

 

80%

February 13, 2019

 

PRC

 

Property Management

Shanghai Xingduo Hotel Management Co., Ltd.

 

100%

May 24, 2019

 

PRC

 

Hotel management

Shanghai Jiangduo Information Technology Co., Ltd.

 

100%

March 07, 2019

 

PRC

 

Retail management

Shenzhen Jiaoduo Hotel Management Co., Ltd.

100%

March 25, 2019

PRC

Hotel management

Shanghai Huiduo Hotel Management Co., Ltd.

 

90%

July 15, 2019

 

PRC

 

Hotel management

Shanghai Mingduo Business Management Co., Ltd.

 

100%

July 18, 2019

 

PRC

 

Hotel management

Shanghai Youduo Hotel Management Co., Ltd.

100%

July 26, 2019

PRC

Hotel management

Shanghai Yinduo Culture Communication Co., Ltd.

 

100%

August 27, 2020

 

PRC

 

Retail management

Atour Hotel (HK) Holdings, Ltd.

 

100%

March 05, 2021

 

Hong Kong

 

Investment holding

Shanghai Rongduo Commercial Management Co., Ltd.

100%

June 13, 2022

PRC

Hotel management

2.

Significant accounting policies

(a)Basis of preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of and for the year ended December 31, 2022.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of September 30, 2023, the results of operations and cash flows for the nine months ended September, 2022 and 2023, have been made.

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods. Significant accounting estimates include, but not limited to, estimate of breakage for points that will not be redeemed, the fair value of share-based compensation awards, and the impairment of leased hotels long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

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Table of Contents

The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousands except share data and per share data, or otherwise noted.

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. ASU 2016-13 was further amended in November 2019 by ASU 2019-10. The Group adopted the guidance on January 1, 2023, using the modified retrospective approach through a cumulative-effect adjustment to accumulated deficit as of the effective date to align the Group’s current processes for establishing an allowance for credit losses with the new guidance. Upon adoption, the Group recorded an adjustment of RMB1,028 (net of related impact on deferred taxes) to opening accumulated deficit related to the credit allowance for accounts receivable and prepayments and other current assets. The adoption of ASU 2016-13 did not have a material impact on the condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805) — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). It requires issuers to apply ASC 606 Revenue from Contracts with Customers to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The Group adopted the new standard on January 1, 2023, and the adoption did not have a material impact on the condensed consolidated financial statements.

(b)Convenience translation

Translations of balances in the unaudited condensed consolidated financial statements from RMB into United States dollars (“USD”) as of and for the nine months ended September 30, 2023 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB7.2960 representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on September 30, 2023, or at any other rate.

(c)Risks and concentration

(1)Foreign exchange risk

As the Group’s principal activities are carried out in the PRC, the Group’s transactions are mainly denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People’s Bank of China or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the People’s Bank of China that are determined largely by supply and demand.

The management does not expect that there will be any significant currency risk for the Group during the reporting periods.

(2)Concentration of credit risk

The Group’s credit risk primarily arises from cash and cash equivalents, short-term investments, prepayments and other current assets, accounts receivable and amounts due from related parties. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk.

The Group expects that there is no significant credit risk associated with the cash and cash equivalents, restricted cash and short-term investments which are held by reputable financial institutions. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.

The Group has no significant concentrations of credit risk with respect to its prepayments and other current assets.

Accounts receivable are unsecured and are primarily derived from revenue earned from manachised hotels. The risk with respect to accounts receivable is mitigated by credit evaluations performed on them.

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Table of Contents

Amounts due from related parties are unsecured and are derived from the hotel reservation payment collected by the related parties on behalf of the Group. The Group believes that it is not exposed to unusual risks as the related parties are reputable travel agencies.

3.

Prepayments and other assets

Prepayments and other current assets consist of the following:

As of December 31,

As of September 30,

    

Note

    

2022

    

2023

RMB

RMB

Receivables on behalf of manachised hotels(i)

81,473

179,287

VAT recoverable

 

23,183

 

19,075

Contract assets

 

11(b)

8,741

 

8,147

Prepaid property management fees

5,467

7,053

Deposits

 

2,165

 

5,228

Prepayment for purchase of goods and service

5,990

5,089

Others

 

10,006

 

25,564

Subtotal

 

137,025

 

249,443

Less: allowance for doubtful accounts

 

(3,124)

 

(3,124)

Total

 

133,901

 

246,319

(i)The amount represents fees to be collected from corporate customers and travel agencies on behalf of franchisees.

Changes in the allowance for doubtful accounts are as follows:

As of December 31,

As of September 30,

    

2022

    

2023

RMB

RMB

At the beginning of the year/period

 

3,124

 

3,124

Allowance made/reversed during the year/period

 

 

At the end of the year/period

 

3,124

 

3,124

Other assets consist of the following:

As of December 31,

As of September 30,

    

Note

    

2022

    

2023

RMB

RMB

Long-term rental deposits

 

75,954

 

78,548

Contract assets

 

11(b)

58,288

 

53,339

VAT recoverable

 

6,744

 

Prepayments for purchase of property and equipment

 

349

 

15,676

Subtotal

141,335

147,563

Less: allowance for doubtful accounts

11(b)

(11,938)

Total

 

141,335

 

135,625

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Table of Contents

Changes in the allowance for doubtful accounts is as follows:

    

As of

    

As of

December

September

31, 2022

30, 2023

RMB

RMB

At the beginning of the year/period

 

 

Additional provisions

 

 

(11,938)

Write-off

 

 

At the end of the year/period

 

 

(11,938)

4.

Property and equipment, net

Property and equipment, net consists of the following:

As of

As of

 December 31,

September 30,

    

2022

    

2023

RMB

RMB

Cost(1):

 

  

 

  

Leasehold improvements

 

443,695

 

422,017

Equipment, fixture and furniture, and other fixed assets

 

420,004

 

427,155

Total cost

 

863,699

 

849,172

Less: accumulated depreciation

 

(503,399)

 

(543,193)

Property and equipment, net

 

360,300

 

305,979

(1)During the nine months ended September 30, 2023, the Group recognized impairment loss in the amount of RMB10,634 of one hotel properties under operating leases were recognized in hotel operating costs due to the carrying value of the assets may not recover to the future discounted cash flow. The Group estimated the fair value using an income approach reflecting discounted cash flows that included, among other things, the Group’s expectations of future cash flows based on historical experience and projected growth rate and occupancy rate.

Depreciation expense recognized for the nine months ended September 30, 2022 and 2023 was RMB60,660 and RMB64,705 respectively.

5.

Intangible assets, net

Intangible assets, net, consist of the following:

As of 

As of 

December 31,

September 30,

    

2022

    

2023

RMB

RMB

Purchased software

 

11,055

 

11,055

Total cost

 

11,055

 

11,055

Less: accumulated amortization

 

(5,518)

 

(6,412)

Intangible assets, net

 

5,537

 

4,643

Amortization expense recognized for the nine months ended September 30, 2022 and 2023 was RMB789 and RMB894 respectively.

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Table of Contents

Estimated amortization expense of the existing intangible assets is as follows:

RMB

Three months ending December 31, 2023

    

323

2024

 

1,064

2025

 

1,048

2026

 

776

2027

 

623

Thereafter

809

Total

 

4,643

6.

Lease

As of September 30, 2023, the Group operated 32 leased hotels, leasing the underlying buildings. The Group generally enters into lease agreements with initial terms of 5 to 15 years. Some of the lease agreements contain renewal options. Such options are accounted for only when it is reasonably certain that the Group will exercise the options. The rent under current hotel lease agreements is generally payable in fixed rent. In addition to hotels leases, the Group also leases office spaces and logistics centers. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Right-of-use assets and lease liabilities are recognized upon lease commencement for operating leases. Variable lease payments that do not depend on a rate or index are expensed as incurred. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease term. In addition, the Group has elected not to separate non-lease components (e.g., common area maintenance fees) from the lease components.

In limited cases, the Group sublease certain hotels areas to third parties. Income from sublease agreements with third parties are included in retail revenues and others, within the condensed consolidated statements of comprehensive income.

Supplemental Balance Sheet

As of

As of

December 31,

September 30,

2022

2023

RMB

RMB

Assets

 

  

Operating lease right-of-use assets

 

1,932,000

1,737,158

Liabilities

 

  

  

Current

 

  

  

Operating lease liabilities

 

319,598

301,967

Non-current

 

  

  

Operating lease liabilities

 

1,805,402

1,613,495

Total lease liabilities

 

2,125,000

1,915,462

Summary of Lease Cost

    

For the nine months ended September 30,

    

 

2022

2023

 

Account Classification

 

RMB

RMB

Operating lease cost

 

273,927

276,130

 

Hotel operating costs, Other operating costs

Variable lease cost(1)

 

(12,759)

(3,153)

 

Hotel operating costs, Other operating costs

Sublease income

 

(6,424)

(10,247)

 

Retail revenues and others

Total lease cost

 

254,744

262,730

 

  

(1)

The Group was granted RMB18,066 and RMB6,722 in lease concessions from landlords related to the effects of the COVID-19 pandemic during the nine months ended September 30, 2022 and 2023, respectively. The lease concessions were primarily in the form of rent reduction over the period during which the Group’s

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Table of Contents

hotel business was adversely impacted. The Group applied the interpretive guidance in a FASB staff Q&A document issued in April 2020 and elected: (1) not to evaluate whether a concession received in response to the COVID-19 pandemic is a lease modification and (2) to assume such concession was contemplated as part of the existing lease contract with no contract modification. Such concession was recognized as negative variable lease cost in the period the concession was granted.

Supplemental Cash Flow Information

For the nine months ended September 30,

2022

2023

    

RMB

RMB

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

242,726

286,679

Decrease in right-of-use assets and lease liabilities as a result of lease modification

 

(1,460)

    

As of December 31,

As of September 30,

2022

2023

Lease term and Discount Rate

Weighted-average remaining lease term (years)

Operating leases

 

7.82

7.29

Weighted-average discount rate

Operating leases

 

4.39

%

4.38

%

Summary of Future Lease Payments and Lease Liabilities

Maturities of operating lease liabilities as of September 30, 2023 were as follows:

    

Total

RMB

Three months ending December 31, 2023

 

119,211

2024

 

344,441

2025

 

308,681

2026

 

284,192

2027

282,231

Thereafter

 

899,073

Total undiscounted lease payment

 

2,237,829

Less: imputed interest(a)

 

(322,367)

Present value of lease liabilities

 

1,915,462

(a)As the Group’s leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate on January 1, 2022 was used for operating leases that commenced prior to that date.

7.

Income tax

The income tax expense for the nine months ended September 30, 2022 and 2023 was RMB72,762 and RMB225,804, respectively. The Company’s effective tax rates for the nine months ended September 30, 2022 and 2023 was 28.9% and 30.3%, respectively.

The income tax expense for the nine months ended September 30, 2023 reported in the condensed consolidated statements of comprehensive income differ from the amount computed by applying the PRC statutory income tax rate to income before income taxes, which is primarily due to non-deductible share-based compensation expenses.

The income tax expense for the nine months ended September 30, 2022 reported in the condensed consolidated statements of comprehensive income differ from the amount computed by applying the PRC statutory income tax rate to income before income

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Table of Contents

taxes, which is primarily due to the valuation allowance provided for the deferred tax assets of certain PRC subsidiaries, which were in cumulative loss positions.

8.

Accrued expenses and other payables

Accrued expenses and other payables consist of the following:

    

As of 

As of 

December 31,

September 30,

2022

2023

 

RMB 

 

RMB

Payments received on behalf of manachised hotels(i)

 

199,395

 

449,356

Deposits

53,203

63,265

VAT and other taxes payable

 

19,871

 

54,602

Payable for purchase of property and equipment

 

12,617

 

13,913

Others

 

45,196

 

67,066

Total

 

330,282

 

648,202

(i)The amount represents the payments collected or to be collected from customers or travel agencies on behalf of the franchisees for the reservation of manachised hotels.

9.

Borrowings

Borrowings consist of the following:

    

As of 

As of 

December 31,

September 30,

2022

2023

 

RMB 

 

RMB 

Short-term borrowings:

 

  

 

  

Bank loans(i)

 

141,000

 

70,000

Loan from third parties

 

1,828

 

Total

 

142,828

 

70,000

Current portion of long-term borrowings:

 

  

 

  

Bank loans(i)

 

29,130

 

Total

 

29,130

 

Long-term borrowings, non-current portion:

 

  

 

  

Loan from third parties

 

2,000

 

2,000

Total

 

2,000

 

2,000

(i)As of September 30, 2023, the Group had several credit facilities with third party banks under which the Group can borrow up to RMB450,000 during the term of the facilities mature from August 2024 to December 2024. The drawdown of the credit facilities is subject to the terms and conditions of each agreement. As of September 30, 2023, the unutilized credit facilities amounted to RMB380,000 and the Group was in compliance with the financial covenants.

The weighted average interest rates of borrowings as of September 30, 2023 were 3.4% (December 31, 2022: 3.7%) per annum, respectively.

The aggregate maturities of the above borrowings for each for the five years and thereafter subsequent to September 30, 2023 are as follows:

Three months ending December 31, 2023

    

70,000

2024

 

2025

 

500

2026

 

200

2027 and thereafter

 

1,300

Total

 

72,000

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Table of Contents

10.

Other non-current liabilities

Other non-current liabilities consist of the following:

As of 

As of 

December 31,

September 30,

2022

2023

    

RMB

 

RMB 

Deposits received from franchisees

 

129,101

 

168,326

Asset retirement obligations

 

3,773

 

3,912

Others

 

8,889

 

8,649

Total

 

141,763

 

180,887

11.

Revenue

(a)

Disaggregation of revenue

For the nine months ended September 30,

2022

2023

    

RMB

    

RMB

Upfront franchise fees

 

27,074

 

35,202

Continuing franchise fees

 

548,527

 

1,016,335

Sales of hotel supplies and other products

 

381,964

 

749,615

Other transactions with the franchisees

 

38,412

 

53,241

Manachised hotels revenues

 

995,977

 

1,854,393

Room revenues

 

379,276

 

602,125

Food and beverage revenues

 

32,069

 

38,619

Others

 

2,675

 

4,280

Leased hotels revenues

 

414,020

 

645,024

Retail revenues

 

154,411

 

559,706

Others

 

72,402

 

101,626

Total

 

1,636,810

 

3,160,749

No geographical information is presented as the operations, customers and long-lived assets of the Group are all located in the PRC.

(b)

Contract balances

i)The following table provides information about accounts receivable from contracts with customers.

    

As of December 31,

As of September 30,

2022

2023

RMB

RMB

Accounts receivable

 

152,167

 

164,741

Less: allowance for doubtful accounts

 

(19,468)

 

(21,295)

Accounts receivable, net

 

132,699

 

143,446

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Table of Contents

Changes in the allowance for doubtful accounts is as follows:

As of December 31,

As of September 30,

    

2022

    

2023

 

RMB

 

RMB

At the beginning of the year/period

 

14,731

 

19,468

Cumulative effect of the adoption of ASU 2016-13

1,371

Allowance made during the year/period

 

4,737

 

456

At the end of the year/period

 

19,468

 

21,295

ii)The following table provides information about contracts assets:

As of December 31,

As of September 30,

    

2022

    

2023

RMB

RMB

Current

 

8,741

 

8,147

Non-current

 

58,288

 

53,339

Subtotal

67,029

61,486

Less: allowance for doubtful accounts

(11,938)

Total contract assets

 

67,029

 

49,548

The contract assets as of December 31, 2022 and September 30, 2023 were related to the Group’s right to consideration for hotel renovation services provided to franchisees to convert their buildings suitable for hotel use. The fees for the renovation services are billed and collected by the Group on monthly basis.

iii)The following table provides information about deferred revenue from contracts with customers.

As of December 31,

As of September 30,

    

2022

    

2023

RMB

RMB

Current

 

202,996

 

334,634

Non-current

 

277,841

 

348,476

Contract liabilities

 

480,837

 

683,110

The deferred revenue balances above as of December 31, 2022 and September 30, 2023 were comprised of the following:

As of December 31,

As of September 30,

    

2022

    

2023

RMB

RMB

Upfront franchise fees

 

319,537

 

396,421

Advances from sales of hotel supplies and other products

 

92,144

 

165,658

Loyalty program

 

36,877

 

43,248

Others

 

32,279

 

77,783

Deferred revenue

 

480,837

 

683,110

The Company recognized revenues of RMB153,064 and RMB140,911 during the nine months ended September 30, 2022 and 2023, which were included in deferred revenue balance at the beginning of each period.

(c)

Revenue allocated to remaining performance obligation

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

As of December 31, 2022 and September 30, 2023, the Group had RMB319,537 and RMB396,421 of deferred revenues related to upfront franchise fees which are expected to be recognized as revenues over the remaining contract periods over 1 to 20 years.

F-16

Table of Contents

The Group has elected, as a practical expedient, not to disclose the transaction price allocated to unsatisfied or partially unsatisfied performance obligations that are part of a contract that has an original expected duration of one year or less.

(d)

Contract costs

Contract costs capitalized as of December 31, 2022 and September 30, 2023 relate to the incremental sales commissions paid to the Group’s sales personnel whose selling activities resulted in customers entering into franchise and management agreements with the Group. Contract costs are recognized as part of selling and marketing expenses in the consolidated statements of comprehensive income in the period in which revenue from the franchise fees is recognized. The amount of capitalized costs recognized in the condensed consolidated statements of comprehensive income for the nine months ended September 30, 2022 and 2023 were RMB7,417 and RMB8,389, respectively.

12.

Net income per ordinary share

Basic and diluted net income per ordinary share for the nine months ended September 30, 2022 and 2023 are calculated as follow:

For the nine months ended September 30,

    

2022

    

2023

    

RMB

RMB

Numerator:

 

  

 

  

 

Net income attributable to the Company

 

180,377

 

517,083

 

Denominator:

 

  

 

  

 

Weighted average number of ordinary shares (for basic calculation)

 

376,970,454

403,206,606

Effect of dilutive share-based awards

 

(i)  

11,218,917

(ii)  

Weighted average number of ordinary shares and dilutive potential ordinary shares outstanding (for diluted calculation)

 

376,970,454

414,425,523

 

Basic net income per ordinary share (in RMB)

 

0.48

 

1.28

 

Diluted net income per ordinary share (in RMB)

 

0.48

 

1.25

 

(i)For the nine months ended September 30, 2022, 18,315,960 share options were excluded from the calculation of diluted net income per ordinary share as their vesting is contingent upon the satisfaction of a performance condition (i.e. completion of a Qualified IPO), which is not considered probable until the event occurs.
(ii)For the nine months ended September 30, 2023, 31,226 share options were excluded from the calculation of diluted net income per ordinary share as their effects would have been anti-dilutive.

13.

Share based compensation

In accordance with the share incentive plan adopted in 2017 (“2017 Share Incentive Plan”), 51,200,000 ordinary shares were reserved to for issuance to selected persons including its directors, employees and consultants.

Under the 2017 Share Incentive Plan, share options granted contain a performance condition such that the awards only vest upon the completion of a Qualified IPO. For employees who terminate the employment before the completion of a Qualified IPO, the share options granted are forfeited upon the termination of employment. Options granted under the 2017 Share Incentive Plan are valid and effective for 10 years from the grant date.

In March 2021, the Company’s board of directors approved a new share incentive plan (“Public Company Plan”), 51,029,546 ordinary shares were reserved for issuance to selected persons including its directors, employees and consultants. The unvested portion of share options, representing 14,196,882 share options granted under the 2017 Share Incentive Plan (“Original Awards”) were replaced by the options granted under Public Company Plan (“Modified Awards”) in April 2021, with the terms of the Modified Awards substantially the same as those of the Original Awards.

Under the Public Company Plan, share options granted prior to the IPO either 1) vest upon the completion of a Qualified IPO or 2) have a graded vesting schedules in one to four years and vest upon completion of a Qualified IPO. Share options granted post IPO

F-17

Table of Contents

either vest upon grant or vest by a graded vesting schedule in one to four years. Options granted are valid and effective for 10 years from the grant date.

A summary of activities of the share options for the nine months ended September 30, 2023 is presented below:

    

    

Weighted

    

    

Aggregate

Number of 

average 

Weighted remaining

intrinsic

share options

exercise price per share

contractual years

value

RMB

RMB

Outstanding at January 1, 2023

 

21,444,931

 

5.78

 

8.35

 

764,494

Grant

 

4,657,083

 

21.04

 

  

 

  

Forfeiture

 

(1,000)

 

0.07

 

 

Exercise

(19,427,760)

5.44

Outstanding at September 30, 2023

 

6,673,254

 

18.74

 

9.18

 

180,862

Exercisable as of September 30, 2023

 

5,061,516

 

19.45

 

9.29

 

133,571

The fair value of the share options granted is estimated on the date of grant using the binomial option pricing model with the following assumptions used.

For the nine months ended

September 30,

    

2023

 

Risk-free rate of return(1)

 

3.4-3.8

%

Volatility(2)

 

40.2%-46.5

%

Expected dividend yield(3)

 

0

%

Fair value of ordinary share (in RMB)(4)

 

42.0-62.9

Exercise Multiple(5)

 

2.2-2.8

Expected term(6)

 

10

(1)Risk-free rate was estimated based on the yield of USD Treasury Strips for share options granted under the Public Company Plan as of the valuation date for a term consistent with the option life.
(2)Expected volatility was assumed based on the historical volatility of the Company’s comparable companies in the period equal to the expected term of each grant.
(3)The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the share options.
(4)The fair value of the underlying ordinary share is the closing price of the Company's ordinary shares traded in the open market as of the grant date.
(5)The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely accepted academic research publication.
(6)The expected term is the contract life of the option from grant date.

For the nine months ended September 30, 2022, the Group did not recognize any share-based compensation expenses for the share options granted as all awards contain a performance condition which is contingent upon the completion of a Qualified IPO and is not considered probable until the event happens.

For the nine months ended September 30, 2023, the Group recognized RMB161,502 compensation expenses. The share-based compensation expenses have been categorized as either hotel operating costs, general and administrative expenses or selling and marketing expenses, depending on the job functions of the grantees.

F-18

Table of Contents

A summary of share-based compensation expenses recognized for the nine months ended September 30, 2023 is presented below:

    

For the nine months ended

 September 30, 2023

RMB 

Hotel operating costs

1,235

Selling and marketing expenses

 

370

General and administrative expenses

 

159,897

Total

 

161,502

14.

Equity

(a)

Ordinary shares

In connection with the Company’s IPO in November 2022, the Company issued 5,462,500 American depositary shares (“ADSs”) or 16,387,500 Class A ordinary shares at the price of USD11 per ADS or USD3.67 per ordinary share, with net proceeds of RMB365,784.

(b)Distribution to shareholders

In August 2023, the company declared a cash dividend of US$0.05 per ordinary share, or US$0.15 per American Depositary Share (“ADS”), with each ADS representing three Class A ordinary shares. The total amount of RMB150,579 has been distributed on September 28, 2023.

15.

Related party transactions

In addition to the related party information disclosed elsewhere in the condensed consolidated financial statements, the Group entered into the following material related party transactions.

Name of party

    

Relationship

 

Trip.com Group Ltd. and its subsidiaries(collectively referred to as “Trip.com Group”)

Ultimate parent of a principal
shareholder of the Company

(a)

Major transactions with related parties

For the nine months ended September 30,

2022

 

2023

    

RMB

 

RMB

Hotel reservation payments collected on behalf of the Group(1)

 

  

  

Trip.com Group

 

514,382

1,036,073

Hotel reservation service fees(2)

Trip.com Group

 

9,964

23,132

(1)Hotel reservation payments collected on behalf of the Group represent room and service fee from manachised hotels and room fee from leased hotels.
(2)Hotel reservation service fees represent service fee from leased hotels.

Trip.com Group has rendered online travel agency reservation services to the Group in exchange for certain hotel reservation service fees.

F-19

Table of Contents

(b)

Balances with related parties

    

As of

As of

December 31,

September 30,

2022

2023

    

RMB

    

RMB

Amounts due from related parties

  

  

Trip.com Group

 

53,630

 

117,830

Amounts due to related parties

Trip.com Group

 

3,004

 

2,326

16.

Contingencies

(a)Capital commitments

As of September 30, 2023, the Group’s commitments related to leasehold improvements and installation of equipment for hotel operations was RMB27,700, which is expected to be incurred within two years.

(b)

Litigation and contingencies

The Group and its operations from time to time are, and in the future may be, parties to or targets of lawsuits, claims, investigations, and proceedings, including but not limited to non-compliance respect to licenses and permits, franchise and management agreements and lease contracts, which are handled and defended in the ordinary course of business.

17.

Changes in shareholders’ equity

    

    

    

    

    

    

    

    

Total 

    

    

Retained

Accumulated

equity

Additional

earnings

other

attributable 

Non-

paid-in

(Accumulated

comprehensive

to shareholders

controlling

Total

Class A Ordinary shares

Class B Ordinary shares

capital

Deficit)

income (loss)

of the Company

interests

shareholders’ equity

Number of

Number of

Shares

RMB

Shares

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance at January 1, 2022

 

303,289,537

 

218

 

73,680,917

 

56

 

764,502

 

(176,403)

 

(8,947)

 

579,426

 

(14,811)

 

564,615

Profit (loss) for the period

 

 

 

 

 

 

180,377

 

 

180,377

 

(1,692)

 

178,685

Other comprehensive income

 

 

 

 

 

 

 

9,404

 

9,404

 

 

9,404

Total comprehensive income

 

 

 

 

 

 

180,377

 

9,404

 

189,781

 

(1,692)

 

188,089

Acquisition of non-controlling interest

 

 

 

 

 

(7,278)

 

 

 

(7,278)

 

6,928

 

(350)

Balance at September 30, 2022

 

303,289,537

 

218

 

73,680,917

 

56

 

757,224

 

3,974

 

457

 

761,929

 

(9,575)

 

752,354

Total 

Retained

Accumulated

equity

    

    

    

earnings

    

other

    

attributable 

    

Non-

    

Additional 

(Accumulated

comprehensive

to shareholders

controlling

Total

Class A Ordinary shares

Class B Ordinary shares

Paid-in capital

Deficit)

income (loss)

of the Company

interests

shareholders’ equity

    

Number of 

    

Number of 

    

Shares

RMB

Shares

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance at January 1, 2023

319,677,037

229

73,680,917

56

1,286,189

(78,304)

(10,865)

1,197,305

(9,899)

1,187,406

Cumulative effect of the adoption of ASU 2016-13

(1,028)

(1,028)

(1,028)

Profit for the period

517,083

517,083

2,211

519,294

Other comprehensive income

26,006

26,006

26,006

Total comprehensive income

517,083

26,006

543,089

2,211

545,300

Exercise of stock option

19,427,760

15

53,145

53,160

53,160

Share based compensation

161,502

161,502

161,502

Distribution to shareholders (note 14(b))

(150,579)

(150,579)

(150,579)

Balance at September 30, 2023

339,104,797

 

244

 

73,680,917

 

56

 

1,500,836

 

287,172

 

15,141

 

1,803,449

 

(7,688)

 

1,795,761

F-20

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following information in conjunction with “Item 5. Operating and Financial Review and Prospects” in our Form 20-F for the year ended December 31, 2022, or our 2022 Annual Report, and our audited consolidated financial statements and the related notes to our 2022 Annual Report, as well as our unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2022 and 2023 and the related notes included in our current report on Form 6-K furnished with the SEC on December 4, 2023.

Results of Operations

The following table sets forth a summary of our consolidated results of operations, both in absolute amount and as a percentage of net revenues for the periods indicated. This information should be read together with our consolidated financial statements and related notes. The period-to-period comparison of operating results should not be relied upon as being indicative of our future performance.

Year ended December 31,

Nine months Ended September 30

2020

 

2021

 

2022

 

2022

2023

    

RMB

    

%  

    

RMB

    

%  

    

RMB

    

%  

    

RMB

    

%  

    

RMB

    

US$

    

%  

 

(unaudited)

 

(in thousands except percentage)

Revenues:

Manachised hotels

 

926,307

 

59.1

 

1,220,301

 

56.8

 

1,360,843

 

60.1

 

995,977

 

60.8

 

1,854,393

 

254,166

 

58.7

Leased hotels

 

496,470

 

31.7

 

630,238

 

29.4

 

552,929

 

24.5

 

414,020

 

25.3

 

645,024

 

88,408

 

20.4

Retail revenues and others

 

143,775

 

9.2

 

297,038

 

13.8

 

349,211

 

15.4

 

226,813

 

13.9

 

661,332

 

90,643

 

20.9

Net revenues

 

1,566,552

 

100.0

 

2,147,577

 

100.0

 

2,262,983

 

100.0

 

1,636,810

 

100.0

 

3,160,749

 

433,217

 

100.0

Operating costs and expenses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Hotel operating costs

 

(1,150,101)

 

(73.4)

 

(1,419,578)

 

(66.1)

 

(1,393,312)

 

(61.6)

 

(1,037,383)

 

(63.4)

 

(1,507,682)

 

(206,645)

 

(47.7)

Other operating costs

 

(78,746)

 

(5.0)

 

(163,324)

 

(7.6)

 

(186,685)

 

(8.2)

 

(118,550)

 

(7.2)

 

(323,157)

 

(44,292)

 

(10.2)

Selling and marketing expenses

 

(70,972)

 

(4.5)

 

(124,210)

 

(5.8)

 

(139,929)

 

(6.2)

 

(85,937)

 

(5.3)

 

(262,682)

 

(36,004)

 

(8.3)

General and administrative expenses

 

(131,366)

 

(8.4)

 

(197,064)

 

(9.2)

 

(350,009)

 

(15.5)

 

(132,968)

 

(8.1)

 

(346,036)

 

(47,428)

 

(10.9)

Technology and development expenses

 

(33,649)

 

(2.1)

 

(52,121)

 

(2.4)

 

(66,182)

 

(2.9)

 

(50,216)

 

(3.1)

 

(54,988)

 

(7,537)

 

(1.7)

Pre-opening expense

 

(61,878)

 

(3.9)

 

(17,595)

 

(0.8)

 

 

 

 

 

 

 

Total operating costs and expenses

 

(1,526,712)

 

(97.5)

 

(1,973,892)

 

(91.9)

 

(2,136,117)

 

(94.4)

 

(1,425,054)

 

(87.1)

 

(2,494,545)

 

(341,906)

 

(78.9)

Other operating income

 

23,429

 

1.5

 

22,371

 

1.0

 

38,094

 

1.7

 

31,583

 

1.9

 

43,653

 

5,983

 

1.4

Income from operations

 

63,269

 

4.0

 

196,056

 

9.1

 

164,960

 

7.3

 

243,339

 

14.9

 

709,857

 

97,294

 

22.5

Interest income

 

707

 

0.0

 

6,722

 

0.3

 

14,456

 

0.6

 

9,485

 

0.6

 

20,812

 

2,853

 

0.7

Gain from short-term investments

 

11,046

 

0.7

 

8,745

 

0.4

 

8,455

 

0.4

 

6,537

 

0.4

 

23,197

 

3,179

 

0.7

Interest expenses

 

(1,481)

 

(0.1)

 

(7,937)

 

(0.4)

 

(6,501)

 

(0.3)

 

(4,855)

 

(0.3)

 

(4,326)

 

(593)

 

(0.1)

Other income (expenses), net

 

1,883

 

0.1

 

301

 

0.0

 

(814)

 

(0.0)

 

(3,059)

 

(0.2)

 

(4,442)

 

(609)

 

(0.1)

Income before income tax

 

75,424

 

4.8

 

203,887

 

9.5

 

180,556

 

8.0

 

251,447

 

15.4

 

745,098

 

102,124

 

23.6

Income tax expense

 

(37,602)

 

(2.4)

 

(64,217)

 

(3.0)

 

(84,474)

 

(3.7)

 

(72,762)

 

(4.4)

 

(225,804)

 

(30,949)

 

(7.1)

Net income

 

37,822

 

2.4

 

139,670

 

6.5

 

96,082

 

4.2

 

178,685

 

10.9

 

519,294

 

71,175

 

16.4

Less: net (loss) income attributable to non-controlling interests

 

(4,229)

 

(0.3)

 

(5,384)

 

(0.3)

 

(2,017)

 

(0.1)

 

(1,692)

 

(0.1)

 

2,211

 

303

 

0.1

Net income attributable to the Company

 

42,051

 

2.7

 

145,054

 

6.8

 

98,099

 

4.3

 

180,377

 

11.0

 

517,083

 

70,872

 

16.4

Non-GAAP Financial Measures

To supplement our consolidated financial results presented in accordance with U.S. Generally-Accepted Accounting Principles (“GAAP”), we use the following non-GAAP financial measures: (i) adjusted net income, which is defined as net income excluding share-based compensation expenses; (ii) EBITDA, which is defined as earnings before interest expenses, interest income, income tax expense and depreciation and amortization; and (iii) adjusted EBITDA, which is defined as EBITDA excluding share-based compensation expenses. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for financial information prepared and presented in accordance with U.S. GAAP.

We believe that EBITDA is widely used by other companies in the hospitality industry and may be used by investors as a measure of financial performance. Given the significant investments that we have made in leasehold improvements and other fixed assets of leased hotels, depreciation and amortization expense comprises a significant portion of our cost structure. We believe that EBITDA

1


will provide investors with a useful tool for comparability between periods because it eliminates depreciation and amortization expense attributable to capital expenditures.

Additionally, we believe that adjusted net income and adjusted EBITDA will provide meaningful supplemental information to investors as such measures can assist investors to better understand our performance and compare business trends since share-based compensation is non-cash in nature.

We believe that both management and investors benefit from reviewing these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance. We believe these non-GAAP financial measures are also useful to investors in providing greater transparency with respect to information used regularly by our management in financial and operational decision-making.

The use of these non-GAAP financial measures has certain limitations as the excluded items have been and will be incurred and are not reflected in the presentation of these non-GAAP measures. Each of these items should also be considered in the overall evaluation of our results. We compensate for these limitations by providing reconciliations of the relevant non-GAAP financial measures to the U.S. GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.

In addition, these measures may not be comparable to similarly titled measures utilized by other companies since such other companies may not calculate these measures in the same manner as we do.

A reconciliation of net income which is the most directly comparable U.S. GAAP measure to (i) adjusted net income (non-GAAP), (ii) EBITDA (non-GAAP), and (iii) adjusted EBITDA (non-GAAP), is provided below:

Year Ended December 31,

Nine months Ended September 30

 

2020

 

2021

 

2022

 

2022

 

2023

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

 

(unaudited)

 

(in thousands)

Net income (GAAP)

 

37,822

 

139,670

 

96,082

 

178,685

 

519,294

 

71,175

Share-based compensation expense, net of tax effect of nil(1)

 

 

 

163,193

 

 

161,502

 

22,136

Adjusted Net income (Non-GAAP)

 

37,822

 

139,670

 

259,275

 

178,685

 

680,796

 

93,311

Net income (GAAP)

 

37,822

 

139,670

 

96,082

 

178,685

 

519,294

 

71,175

Interest expenses

 

1,481

 

7,937

 

6,501

 

4,855

 

4,326

 

593

Interest income

 

(707)

 

(6,722)

 

(14,456)

 

(9,485)

 

(20,812)

 

(2,853)

Income tax expense

 

37,602

 

64,217

 

84,474

 

72,762

 

225,804

 

30,949

Depreciation and amortization

 

84,955

 

93,911

 

88,561

 

61,449

 

65,599

 

8,991

EBITDA (Non-GAAP)

 

161,153

 

299,013

 

261,162

 

308,266

 

794,211

 

108,855

Share-based compensation expense, net of tax effect of nil(1)

 

 

 

163,193

 

 

161,502

 

22,136

Adjusted EBITDA (Non-GAAP)

 

161,153

 

299,013

 

424,355

 

308,266

 

955,713

 

130,991


Note:

(1)The share-based compensation expenses were recorded at entities in PRC. Share-based compensation expenses were non-deductible expenses in PRC. Therefore, there is no tax impact for share-based compensation expenses adjustment for non-GAAP financial measures.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Net revenues. Our net revenues for the nine months ended September 30, 2023 increased by 93.1% to RMB3,160.7 million (US$433.2 million) from RMB1,636.8 million during the same period of 2022, mainly driven by the robust growth in both hotel business and scenario-based retail business.

·

Manachised hotels. Revenues from our manachised hotels for the nine months ended September 30, 2023 increased by 86.2% to RMB1,854.4 million (US$254.2 million) from RMB996.0 million during the same period in 2022. This increase was primarily driven by the ongoing expansion of our hotel network and the growth of RevPAR. The total number of our manachised hotels increased to 1,080 as of September 30, 2023 from 847 as of September 30, 2022. RevPAR of our manachised hotels (exclusive of requisitioned hotels) totaled RMB331, RMB377, and RMB418 for the first three quarters of 2023, respectively, compared to RMB195, RMB246, and RMB317 during the same periods in 2022. By the end of the second quarter of 2023, all of our manachised hotels previously requisitioned by governmental authorities for quarantine purposes had been restored to our management.

2


·

Leased hotels. Revenues from our leased hotels for the nine months ended September 30, 2023 increased by 55.8% to RMB645.0 million (US$88.4 million) from RMB414.0 million during the same period in 2022. This increase was mainly due to the growth in RevPAR primarily driven by increased customer traffic and consumption. RevPAR of our leased hotels (exclusive of requisitioned hotels) totaled RMB464, RMB537, and RMB571 for the first three quarters of 2023, respectively, compared to RMB257, RMB333, and RMB384 during the same periods in 2022. By the end of the second quarter of 2023, all of our leased hotels previously requisitioned by governmental authorities for quarantine purposes had been restored to our management.

·

Retail revenues and others. Revenues from retail and others for the nine months ended September 30, 2023 increased by 191.6% to RMB661.3 million (US$90.6 million) from RMB226.8 million during the same period in 2022. This significant increase was attributable to the rapid growth of our scenario-based retail business, which was driven by customers’ growing recognition of our retail brands, our compelling product offerings, and our improved product development and distribution capabilities.

Operating Costs and Expenses. Our operating costs and expenses for the nine months ended September 30, 2023 were RMB2,494.5 million (US$341.9 million). Excluding the impact from share-based compensation expenses of RMB161.5 million, operating costs and expenses for the nine months ended September 30, 2023 increased by 63.7% to RMB2,333.0 million, compared with RMB1,425.1 million during the same period in 2022. RMB161.5 million of share-based compensation expenses were recognized in general and administrative expenses for the nine months ended September 30, 2023.

·

Hotel operating costs. Our hotel operating costs account for a substantial majority of our total operating costs and expenses, which consist of costs and expenses directly attributable to the operation of our manachised and leased hotels.

Year ended December 31,

Nine months Ended September 30

 

2020

 

2021

 

2022

 

2022

 

2023

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

(unaudited)

 

(in thousands)

Hotel operating costs

Manachised hotels

 

616,678

 

795,661

 

801,910

 

442,861

 

504,393

 

69,133

Leased hotels

 

533,423

 

623,917

 

591,402

 

594,522

 

1,003,289

 

137,512

Total hotel operating costs

 

1,150,101

 

1,419,578

 

1,393,312

 

1,037,383

 

1,507,682

 

206,645

Our hotel operating costs for the nine months ended September 30, 2023 increased by 45.3% to RMB1,507.7 million (US$206.6 million) from RMB1,037.4 million during the same period in 2022. This increase was mainly due to the increase in variable costs, such as supply chain costs associated with continued growth of our hotel business. Hotel operating costs accounted for 47.7% of net revenues for the nine months ended September 30, 2023, compared to 63.4% of net revenues during the same period in 2022, primarily because net revenues from our leased hotels grew rapidly, which was mainly driven by increased customer traffic and consumptions, with limited incremental hotel operating costs incurred.

·

Other operating costs. Our other operating costs consist primarily of costs for our scenario-based retail business and cost of other revenues, which increased by 172.6% to RMB323.2 million (US$44.3 million) for the nine months ended September 30, 2023 from RMB118.6 million during the same period in 2022. This increase was primarily driven by increased costs incurred as we rapidly expanded our scenario-based retail business. Other operating costs accounted for 10.2% of net revenues for the nine months ended September 30, 2023, compared to 7.2% of net revenues during the same period in 2022, primarily due to and generally in line with the rapid growth of our scenario-based retail business.

·

Selling and marketing expenses. Our selling and marketing for the nine months ended September 30, 2023 increased by 205.7% to RMB262.7 million (US$36.0 million) from RMB85.9 million during the same period in 2022. This increase was mainly driven by our increased investment in branding and online channel development for our growing scenario-based retail business. As a result, selling and marketing expenses accounted for 8.3% of net revenues for the nine months ended September 30, 2023, compared to 5.3% of net revenues during the same period in 2022.

·

General and administrative expenses. Our general and administrative expenses for the nine months ended September 30, 2023 were RMB346.0 million (US$47.4 million). Excluding the impact from share-based compensation expenses of RMB159.9 million, general and administrative expenses for the nine months ended September 30, 2023 increased by 40.0% to RMB186.1 million, compared with RMB133.0 million during the same period in 2022. This increase was primarily due to the adjustment of our workforce structure and the increased professional service fees. General and administrative expenses (excluding the impact from share-based compensation expenses) accounted for 5.9% of net revenues for the nine months ended September 30, 2023, compared to 8.1% of net revenues during the same period in 2022.

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·

Technology and development expenses. Our technology and development expenses for the nine months ended September 30, 2023 were RMB55.0 million (US$7.5 million), compared to RMB50.2 million during the same period in 2022.

Other operating income. Our other operating income primarily consists of income from government subsidies and value-added tax related benefits. Our other operating income for the nine months ended September 30, 2023 increased by 38.2% to RMB43.7 million (US$6.0 million) from RMB31.6 million during the same period in 2022.

Income from operations. As a result of the foregoing, we had income from operations for the nine months ended September 30, 2023 of RMB709.9 million (US$97.3 million), compared with income from operations of RMB243.3 million during the same period in 2022.

Interest income. Our interest income consists primarily of interest from our bank deposits. Our interest income increased to RMB20.8 million (US$2.9 million) for the nine months ended September 30, 2023 from RMB9.5 million during the same period in 2022, due to increased cash at bank in line with our business expansion and revenue growth.

Gain from short-term investments. Our gain from short-term investments increased to RMB23.2 million (US$3.2 million) for the nine months ended September 30, 2023 from RMB6.5 million during the same period in 2022, due to increased short-term investments made in line with our business expansion and revenue growth.

Interest expenses. Our interest expenses consist primarily of interests related to our borrowings. Our interest expenses decreased to RMB4.3 million (US$0.6 million) for the nine months ended September 30, 2023 from RMB4.9 million during the same period in 2022, primarily due to the decreased balance of borrowings.

Income tax expense. Our income tax expenses increased to RMB225.8 million (US$30.9 million) for the nine months ended September 30, 2023 from RMB72.8 million during the same period in 2022. The actual income tax expense differed from the amount computed by applying the PRC statutory income tax rate of 25% to income before income tax, which was primarily due to non-deductible share-based compensation expenses and valuation allowance provided for the deferred tax assets of certain PRC subsidiaries, which were in cumulative loss positions.

Net income. As a result of the foregoing, compared to net income of RMB178.7 million for the nine months ended September 30, 2022, we had net income of RMB519.3 million (US$71.2 million) for the nine months ended September 30, 2023.

Liquidity and Capital Resources

Our principal sources of liquidity come from cash generated from operating activities, equity financing and bank loans. As of September 30, 2023, we had RMB2.2 billion (US$301.2 million) in cash and cash equivalents. Our cash and cash equivalents consist of cash on hand and liquid investments which have maturities of three months or less when acquired and are unrestricted as to withdrawal or use.

We expect to incur additional capital expenditures in connection with leasehold improvements of our leased hotels and other business purposes. We intend to fund our expansions mainly with our operating cash flow and our cash balance, credit facilities provided by banks, as well as net proceeds received from our initial public offering in November 2022. We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.

We intend to finance our future working capital requirements and capital expenditures with anticipated cash generated from operating activities and funds raised from financing activities. However, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to execute our growth strategies and scale our business could be significantly impaired, and our business, operating results and financial condition may be adversely affected. See “Item 3. Key Information—3.D. Risk Factors—Risk Factors—Risks Related to Our Business and Industry—We require significant capital to fund our operations, growth and technological investments. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may suffer” in the 2022 Annual Report.

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The following table sets forth a summary of our cash flows for the periods indicated:

Year Ended December 31,

Nine months Ended September 30

 

2020

 

2021

 

2022

2022

 

2023

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

    

US$

(unaudited)

 

(in thousands)

Net cash generated from operating activities

 

118,670

 

417,879

 

283,677

318,695

 

1,424,636

 

195,263

Net cash used in investing activities

 

(105,527)

 

(42,225)

 

(192,225)

(18,400)

 

(643,729)

 

(88,230)

Net cash generated from/ (used in) financing activities

 

48,011

 

(161,080)

 

456,310

91,449

 

(199,377)

 

(27,327)

Net increase in cash and cash equivalents and restricted cash

 

61,154

 

206,393

 

550,578

396,810

 

608,214

 

83,363

Cash and cash equivalents and restricted cash at the beginning of the period

 

771,982

 

833,136

 

1,039,529

1,039,529

 

1,590,107

 

217,942

Cash and cash equivalents and restricted cash at the end of the period

 

833,136

 

1,039,529

 

1,590,107

1,436,339

 

2,198,321

 

301,305

Operating Activities

Our net cash generated from operating activities increased to RMB1,424.6 million for the nine months ended September 30, 2023 from RMB318.7 million during the same period in 2022, mainly due to the increase in net income, as adjusted by changes in working capital, including primarily the increases in accrued expenses and other payables, accounts payable and deferred revenue.

Investing Activities

Our net cash used in investing activities increased to RMB643.7 million for the nine months ended September 30, 2023 from RMB18.4 million during the same period in 2022, primarily due to purchases of short-term investments for cash management purposes.

Financing Activities

Our net cash used in financing activities was RMB199.4 million for the nine months ended September 30, 2023, as compared to net cash generated from financing activities of RMB91.4 million during the same period in 2022, primarily due to our cash dividend payment and repayment of borrowings.

5


Working Capital

We recorded net current assets (current assets less current liabilities) of RMB364.8 million, RMB777.0 million and RMB1,569.7 million (US$215.1 million) as of December 31, 2021 and 2022 and September 30, 2023, respectively. As of September 30, 2023, we recorded total current assets of RMB3,602.8 million (US$493.8 million) and total current liabilities of RMB2,033.1 million (US$278.7 million). In addition, we had cash and cash equivalents of RMB2,197.7 million (US$301.2 million) as of September 30, 2023. The following table sets forth a breakdown of our current assets and current liabilities as of the dates indicated.

As of

As of

 

December

 

December

 

31, 2021

 

31, 2022

As of September 30, 2023

    

RMB

    

RMB

    

RMB

    

US$

 

(unaudited)

 

(in thousands)

Current assets

Cash and cash equivalents

 

1,038,583

 

1,589,161

 

2,197,677

 

301,217

Short-term investments

 

 

157,808

 

783,861

 

107,437

Accounts receivable, net of allowance of RMB14,731, RMB19,468 and RMB21,295 (US$2,919), as of December 31, 2021 and 2022 and September 30, 2023, respectively

 

99,961

 

132,699

 

143,446

 

19,661

Prepayment and other current assets

 

167,161

 

133,901

 

246,319

 

33,761

Amounts due from related parties

 

51,937

 

53,630

 

117,830

 

16,150

Inventories

 

58,575

 

57,460

 

113,660

 

15,578

Total current assets

 

1,416,217

 

2,124,659

 

3,602,793

 

493,804

Current liabilities

 

  

 

  

 

  

 

  

Operating lease liabilities, current

 

 

319,598

 

301,967

 

41,388

Accounts payable

 

161,277

 

184,901

 

410,294

 

56,236

Deferred revenue, current

 

233,735

 

202,996

 

334,634

 

45,865

Salary and welfare payable

 

95,238

 

103,539

 

147,558

 

20,225

Accrued expenses and other payables

 

447,380

 

330,282

 

648,202

 

88,843

Income taxes payable

 

46,176

 

31,336

 

118,092

 

16,186

Short-term borrowings

 

64,808

 

142,828

 

70,000

 

9,594

Current portion of long-term borrowings

 

1,000

 

29,130

 

 

Amounts due to related parties

 

1,772

 

3,004

 

2,326

 

319

Total current liabilities

 

1,051,386

 

1,347,614

 

2,033,073

 

278,656

Net current assets

 

364,831

 

777,045

 

1,569,720

 

215,148

Our net current assets increased to RMB1,569.7 million (US$215.1 million) as of September 30, 2023 from RMB777.0 million as of December 31, 2022, primarily due to the increase in cash and cash equivalents and short-term investments. For a more detailed discussion of our cash position as well as material changes in the various working capital items, see “—Liquidity and Capital Resources.”

Material Cash Requirements

Our material cash requirements as of September 30, 2023 and any subsequent interim period primarily include our working capital and operating expenditure needs, capital expenditures, contractual obligations and outstanding indebtedness.

Other than the capital expenditures, contractual obligations and capital commitment, as discussed below, we did not have any significant capital and other commitments, long-term obligations or guarantees as of September 30, 2023.

Capital Expenditures

Our capital expenditures were incurred primarily in connection with leasehold improvements, investments in furniture, fixtures and equipment and technology, information and operational software. Our capital expenditures increased to RMB31.2 million (US$4.3 million) for the nine months ended September 30, 2023 from RMB23.8 million during the same period in 2022, primarily due to prepayments on leasehold improvements of leased hotels. We will continue to make capital expenditures to meet the expected growth of our operations and expect cash generated from our operating activities and financing activities will continue to meet our capital expenditure needs in the foreseeable future.

6


Contractual Obligations

The following table sets forth our contractual obligations as of September 30, 2023.

Payment Due by Period

Less Than 1

More Than 5

    

Total

    

 Year

    

1-3 Years

    

3-5 Years

    

 Years

 

(in RMB thousands)

Operating lease obligations

 

2,237,829

 

377,736

 

605,667

 

564,753

 

689,673

Our operating lease obligations are primarily related to our obligations under lease agreements with lessors of business offices and certain hotels.

Outstanding Indebtedness

As of September 30, 2023, we had several customary credit facilities with major merchant banks in China under which we could borrow up to RMB450 million during the term of the facilities with maturity dates ranging from August 2024 to December 2024.

As of September 30, 2023, we had outstanding bank loans in an aggregate amount of RMB70 million with weighted average interest rate of 3.4% per annum. As of September 30, 2023, the unutilized credit facility available was RMB380 million.

Capital Commitments

As of September 30, 2023, our commitments related to leasehold improvements and installation of equipment for hotel operations was RMB27.7 million, which is expected to be incurred within two years.

Off-Balance Sheet Commitments and Arrangements

Other than operating lease obligations set forth in the table under the caption “Contractual Obligations” above, we have not entered into any material financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Internal Control over Financial Reporting

Prior to our initial public offering in November 2022, we were a private company with limited accounting personnel and other resources to ensure our internal control over financial reporting in accordance with the requirements applicable to a U.S. public company. In connection with the audits of our consolidated financial statements included in our annual report on Form 20-F for the fiscal year ended December 31, 2022 originally filed with the SEC on April 28, 2023 (File No. 001-40540), we and our independent registered public accounting firm had previously identified material weaknesses in our internal control over financial reporting as of December 31, 2022, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States, or the PCAOB. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified include:

·

lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC; and

·

lack of sufficient trained and knowledgeable resources to execute its responsibilities with respect to internal control over financial reporting. As a consequence, we did not design and implement effective process-level controls activities for certain financial statement accounts and disclosures, including impairment of leased hotels long-lived assets, share- based compensation and income tax.

7


As of the date hereof, we have taken measures to continue to remediate these weaknesses, including: (i) hiring of additional qualified staff with relevant U.S. GAAP and SEC reporting experiences and appropriate skills and expertise in designing, operating and documenting internal controls over financial reporting, as well as strengthening our financial reporting function, (ii) establishment of an ongoing program to provide sufficient and appropriate training to our accounting staff, (iii) engagement of third party specialists to conduct a review and enhancement of the design and documentation of key business processes to ensure compliance with applicable rules and procedures.

The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. See “Item 3. Key Information—3.D. Risk Factors—Risk Factors—Risks Relating to Our Business and Industry—If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud” in the 2022 Annul Report.

8