亚朵集团美股招股说明书(2023-12-06版)

9,600,000 American Depositary SharesRepresenting 28,800,000 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 9,600,000 American depositary shares, or ADSs, each representing three Class Aordinary shares, par value US$0.0001 per share, of Atour Lifestyle Holdings Limited.Our ADSs are listed on The Nasdaq Global Select Market under the symbol “ATAT.”The last reported sale price of our ADSs on The Nasdaq Global Select Market onDecember 5, 2023 was US$15.89 per ADS. We are an “emerging growth company” as defined under applicable U.S. securitieslaws and, as such, we are eligible for reduced public company reporting requirements. Investing in the ADSs involves risk. See “Risk Factors” beginning on page S-17 ofthis prospectus supplement for a discussion of certain risks that you should consider inconnection with an investment in the ADSs. Investors in the ADSs are not purchasing equity securities of our subsidiaries thathave substantive business operations in China but instead are purchasing equitysecurities of a Cayman Islands holding company. Atour Lifestyle Holdings Limited is aCayman Islands holding company that conducts all of its operations and operates itsbusiness in China through its PRC subsidiaries, in particular, Shanghai Atour BusinessManagement Group Co., Ltd. (“Atour Shanghai”), Shanghai Rongduo BusinessManagement Co., Ltd. (“Shanghai Rongduo”), and their respective subsidiaries. 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 thevalue of the ADSs representing our Class A ordinary shares or could significantly limitor completely hinder our ability to offer or continue to offer our Class A ordinary shares represented by ADSs and/or other securities to investors and cause the value ofsuch securities to significantly decline or be worthless. For a detailed description ofrisks related to doing business in China, see “Risk Factors—Risks Related to DoingBusiness in China” from page S-22 to S-24 of this prospectus supplement and “Item 3.Key Information—3.D. Risk Factors—Risks Related to Doing Business in China” ofour annual report on Form 20-F for the fiscal year ended December 31, 2022 originallyfiled with the SEC on April 28, 2023 (File No. 001-40540), or the 2022 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 without the approval of the Chinese authorities. Trading in oursecurities on U.S. markets, including Nasdaq, may be prohibited under the HoldingForeign Companies Accountable Act (the “HFCAA”) if the PCAOB determines that itis unable to inspect or investigate completely our auditor for two consecutive years. OnDecember 16, 2021, the PCAOB issued the HFCAA Determination Report to notify theSEC of its determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China andHong Kong (the “2021 Determinations”), including our auditor. On December 15,2022, the PCAOB announced that it was able to conduct inspections and investigationsof PCAOB-registered public accounting firms headquartered in mainland China andHong Kong in 2022. The PCAOB vacated its previous 2021 Determinationsaccordingly. As a result, we do not expect to be identified as a “Commission-IdentifiedIssuer” under the HFCAA. However, whether the PCAOB will continue to be able tosatisfactorily 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 to continue to demandcomplete access to inspections and investigations against accounting firmsheadquartered in mainland China and Hong Kong in the future and states that it hasalready made plans to resume regular inspections in early 2023 and beyond. ThePCAOB is required under the HFCAA to make its determination on an annual basiswith regards to its ability to inspect and investigate completel