亚朵集团美股招股说明书(2024-06-12版)

10,000,000 American Depositary SharesRepresenting 30,000,000 Class A Ordinary Shares Atour Lifestyle Holdings Limited This prospectus supplement relates to a public offering by Shanghai Yi NanEnterprise Management Partnership and Shanghai Yin Nai Enterprise ManagementPartnership (both of which are ultimately controlled by Legend Capital ManagementCo., Ltd. and are collectively referred to as the “Selling Shareholder”) of an aggregateof 10,000,000 American depositary shares, or ADSs, each representing three Class Aordinary shares, par value US$0.0001 per share, of Atour Lifestyle Holdings Limited.In connection with this secondary offering, Mr. Hongbin Zhou, a director of ourcompany previously appointed by the Selling Shareholder, has tendered hisresignation as our director, effective upon completion of this secondary offering. OurADSs are listed on The Nasdaq Global Select Market under the symbol “ATAT.” Thelast reported sale price of our ADSs on The Nasdaq Global Select Market on June 11,2024 was US$17.13 per ADS. Investing in the ADSs involves risk. See “Risk Factors” beginning on page S-16of this prospectus supplement for a discussion of certain risks that you shouldconsider in connection with an investment in the ADSs. Investors in the ADSs are not purchasing equity securities of our subsidiariesthat have substantive business operations in China but instead are purchasing equitysecurities of a Cayman Islands holding company. Atour Lifestyle Holdings Limited isa Cayman Islands holding company that conducts all of its operations and operates itsbusiness in China through its PRC subsidiaries, in particular, Shanghai AtourBusiness Management Group Co., Ltd. (“Atour Shanghai”), Shanghai RongduoBusiness Management Co., Ltd. (“Shanghai Rongduo”), and their respectivesubsidiaries. We face various legal and operational risks and uncertainties related to beingbased in and having all of our operations in China. The PRC government hassignificant authority to exert influence on the ability of a China-based company, suchas us, to conduct its business, accept foreign investments or list on an U.S. or otherforeign exchanges. For example, we face risks associated with regulatory approvals ofoffshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity anddata privacy. Such risks could result in a material change in our operations and/or the value of the ADSs representing our Class A ordinary shares or could significantlylimit or completely hinder our ability to offer or continue to offer our Class Aordinary shares represented by ADSs and/or other securities to investors and causethe value of such securities to significantly decline or be worthless. For a detaileddescription of risks related to doing business in China, see “Risk Factors—RisksRelated to Doing Business in China” from page S-19 to S-20 of this prospectussupplement and “Item 3. Key Information—3.D. Risk Factors—Risks Related toDoing Business in China” of our annual report on Form 20-F for the fiscal year endedDecember 31, 2023 originally filed with the SEC on April 26, 2024 (File No. 001-40540), or the 2023 Annual report. In addition, our auditor is headquartered in mainland China, a jurisdiction wherethe Public Company Accounting Oversight Board (the “PCAOB”) was unable toconduct inspections. Trading in our securities on U.S. markets, including Nasdaq,may be prohibited under the Holding Foreign Companies Accountable Act, asamended by the Consolidated Appropriations Act, 2023 (the “HFCAA”) if thePCAOB determines that it is unable to inspect or investigate completely our auditorfor two consecutive years. On December 16, 2021, the PCAOB issued the HFCAADetermination Report to notify the SEC of its determinations that the PCAOB wasunable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong (the “2021 Determinations”). Ourauditor is located in mainland China. On December 15, 2022, the PCAOB announcedthat it was able to conduct inspections and investigations of PCAOB- registered public accounting firms headquartered inmainland China and Hong Kong in 2022. The PCAOB vacated its previous 2021Determinations accordingly. However, whether the PCAOB will continue to be ableto satisfactorily conduct inspections and investigations of PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong is subject touncertainty and depends on a number of factors out of our, and our auditor’s control,including positions taken by authorities of the PRC. The PCAOB is expected tocontinue to demand complete access to inspections and investigations againstaccounting firms headquartered in mainland China and Hong Kong in the future andstates that it has already made plans to resume regular inspections in early 2023 andbeyond. The PCAOB is required under the HFCAA to make its determination on anannual basis with regards to its ability to inspect and investigate completelyacco