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United States securities and exchange commission logo
June 18, 2024
Jianfeng Wu
Co-Chief Financial Officer
Atour Lifestyle Holdings Limited
1st Floor, Wuzhong Building
618 Wuzhong Road
Minhang District, Shanghai , 201103
People's Republic of China
Re: Atour Lifestyle
Holdings Limited
Form 20-F for the
Fiscal Year Ending December 31, 2023
Filed April 26,
2024
File No. 001-40540
Dear Jianfeng Wu:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 20-F for the fiscal year ending December 31, 2023
Item 3. Key information, page 1
1. At the outset of Item
3, provide prominent disclosure about the legal and operational risks
associated with being
based in or having the majority of the company s operations in
China. Your disclosure
should make clear whether these risks could result in a material
change in your
operations and/or the value of your securities or could significantly limit or
completely hinder your
ability to offer or continue to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless. Your disclosure
should address how
recent statements and regulatory actions by China s government, such
as those related to
data security or anti-monopoly concerns, have or may impact the
company s ability to
conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange.
Jianfeng Wu
FirstName LastNameJianfeng Wu
Atour Lifestyle Holdings Limited
Comapany
June NameAtour Lifestyle Holdings Limited
18, 2024
June 18,
Page 2 2024 Page 2
FirstName LastName
2. Under Implication of the Holding Foreign Companies Accountable Act,
please disclose
the location of your auditor s headquarters.
Item 3.D. Risk Factors, page 4
3. In your summary of risk factors, disclose the risks that your
corporate structure and having
the majority of the company s operations in China poses to
investors. In particular,
describe the significant regulatory, liquidity, and enforcement risks
with cross-references
to the more detailed discussion of these risks elsewhere. For example,
specifically discuss
risks arising from the legal system in China, including risks and
uncertainties regarding
the enforcement of laws and that rules and regulations in China can
change quickly with
little advance notice; and the risk that the Chinese government may
intervene or influence
your operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your securities. Acknowledge
any risks that any
actions by the Chinese government to exert more oversight and control
over offerings that
are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
Risks Related to Doing Business in China, page 29
4. We note the changes made to your disclosure in this section, including
the risk factors on
pages 29, 30, 36, and 39, compared to the language used in your
initial public offering
registration statement. However, it is unclear that there have been
changes in the
regulatory environment in the PRC since your initial public offering
registration statement
was filed that would warrant the revised disclosure mitigating the
risks related to doing
business in China. Please tell us and revise your disclosure in future
filings to revert to the
language used in your initial public offering registration statement
on Form F-1 dated
November 7, 2022. Additionally, please tell us and revise your
disclosure in future filings
to explain the basis for your statement on page 30 that: The
overall effect of legislation
over the past three decades has significantly enhanced the protections
afforded to various
forms of foreign investments in China.
Item 5. Operating and Financial Review and Prospects
5E. Critical Accounting Estimates
Customer loyalty program, page 90
5. Please revise your disclosure in future filings to include your
estimate of breakage for all
periods along with a sensitivity analysis illustrating the impact of
the breakage estimate on
revenue.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Jianfeng Wu
Atour Lifestyle Holdings Limited
June 18, 2024
Page 3
Please contact Babette Cooper at 202-551-3396 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald E. Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713
with any other
questions.
Sincerely,
FirstName LastNameJianfeng Wu
Division of
Corporation Finance
Comapany NameAtour Lifestyle Holdings Limited
Office of Real Estate
& Construction
June 18, 2024 Page 3
cc: Kevin Zhang
FirstName LastName