0000950103-24-015756.txt : 20241101 0000950103-24-015756.hdr.sgml : 20241101 20241101060802 ACCESSION NUMBER: 0000950103-24-015756 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241101 DATE AS OF CHANGE: 20241101 GROUP MEMBERS: BEIJING JUNCHENG HEZHONG INVESTMENT MANAGEMENT PARTNERSHIP GROUP MEMBERS: LEGEND CAPITAL MANAGEMENT CO., LTD. GROUP MEMBERS: SHANGHAI YI NAN ENTERPRISE MANAGEMENT PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Atour Lifestyle Holdings Ltd CENTRAL INDEX KEY: 0001853717 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93949 FILM NUMBER: 241416842 BUSINESS ADDRESS: STREET 1: 18TH FLOOR, WUZHONG BUILDING STREET 2: 618 WUZHONG ROAD, MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 00000 BUSINESS PHONE: (86) 021-64059928 MAIL ADDRESS: STREET 1: 18TH FLOOR, WUZHONG BUILDING STREET 2: 618 WUZHONG ROAD, MINHANG DISTRICT CITY: SHANGHAI STATE: F4 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Beijing Junqi Jiarui Business Management Ltd CENTRAL INDEX KEY: 0001965540 ORGANIZATION NAME: IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 16TH FL, BLOCK B, RONGKE INFO CTR, NO. 2 STREET 2: S. RD., ZHONGGUANCUN ACADEMY OF SCIENCE CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 00000 BUSINESS PHONE: 86 10 8913 9000 MAIL ADDRESS: STREET 1: 16TH FL, BLOCK B, RONGKE INFO CTR, NO. 2 STREET 2: S. RD., ZHONGGUANCUN ACADEMY OF SCIENCE CITY: HAIDIAN DISTRICT, BEIJING STATE: F4 ZIP: 00000 SC 13G/A 1 dp220195_sc13ga.htm FORM SC 13G/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Atour Lifestyle Holdings Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0001 per share

 

(Title of Class of Securities)

 

**

 

(CUSIP Number)

 

September 30, 2024

 

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-l(b)

 

Rule 13d-l(c)

 

Rule 13d-l(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 04965M 106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 04965M 106

1

Names of Reporting Persons.

 

Shanghai Yi Nan Enterprise Management Partnership

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐ 

(b) ☐ 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

The People’s Republic of China  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

Sole Voting Power

 

17,321,3251

6

Shared Voting Power

 

None 

7

Sole Dispositive Power

 

17,321,3251

8

Shared Dispositive Power

 

None 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

17,321,325 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

4.2% of total outstanding Class A ordinary shares2 

12

Type of Reporting Person (See Instructions)

 

CO 

  

 

1 Represents (i) 11,655,462 Class A ordinary shares held of record by Shanghai Yi Nan Enterprise Management Partnership, and (ii) 5,665,863 Class A ordinary shares represented by ADSs that are beneficially owned by Shanghai Yi Nan Enterprise Management Partnership as of October 31, 2024. Each Class A ordinary share is entitled to one vote.

 

2 See Item 4. As shown from the percentage of class, each of Shanghai Yi Nan Enterprise Management Partnership, Legend Capital Management Co., Ltd., Beijing Juncheng Hezhong Investment Management Partnership and Beijing Junqi Jiarui Business Management Limited has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.2 constitutes an exit filing for each of Shanghai Yi Nan Enterprise Management Partnership, Legend Capital Management Co., Ltd., Beijing Juncheng Hezhong Investment Management Partnership and Beijing Junqi Jiarui Business Management Limited.

 

 

 

 

 

CUSIP No. 04965M 106

1

Names of Reporting Persons.

 

Legend Capital Management Co., Ltd.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐ 

(b) ☐ 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

The People’s Republic of China  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

Sole Voting Power

 

19,995,8723

6

Shared Voting Power

 

None 

7

Sole Dispositive Power

 

19,995,8723

8

Shared Dispositive Power

 

None 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,995,872 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

4.8% of total outstanding Class A ordinary shares2 

12

Type of Reporting Person (See Instructions)

 

CO 

  

 

3 Represents (i) 11,655,462 Class A ordinary shares held of record by Shanghai Yi Nan Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC, (ii) 5,665,863 Class A ordinary shares represented by ADSs that are beneficially owned by Shanghai Yi Nan Enterprise Management Partnership, (iii) 1,821,956 Class A ordinary shares held of record by Shanghai Yin Nai Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC, and (iv) 852,591 Class A ordinary shares represented by ADSs that are beneficially owned by Shanghai Yin Nai Enterprise Management Partnership as of October 31, 2024. Both of Shanghai Yi Nan Enterprise Management Partnership and Shanghai Yin Nai Enterprise Management Partnership are ultimately controlled by Legend Capital Management Co., Ltd., a PRC limited company. Legend Capital Management Co., Ltd. is majority-owned by Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership), which is controlled by Beijing Junqi Jiarui Business Management Limited, its general partner. Each Class A ordinary share is entitled to one vote.

 

 

 

 

CUSIP No. 04965M 106

1

Names of Reporting Persons.

 

Beijing Juncheng Hezhong Investment Management Partnership

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐ 

(b) ☐ 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

The People’s Republic of China  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

Sole Voting Power

 

19,995,8723

6

Shared Voting Power

 

None 

7

Sole Dispositive Power

 

19,995,8723

8

Shared Dispositive Power

 

None 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,995,872 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

4.8% of total outstanding Class A ordinary shares2

12

Type of Reporting Person (See Instructions)

 

CO 

  

 

 

 

CUSIP No. 04965M 106

1

Names of Reporting Persons.

 

Beijing Junqi Jiarui Business Management Limited 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐ 

(b) ☐ 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

The People’s Republic of China  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

Sole Voting Power

 

19,995,8723

6

Shared Voting Power

 

None 

7

Sole Dispositive Power

 

19,995,8723

8

Shared Dispositive Power

 

None 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

19,995,872 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

4.8% of total outstanding Class A ordinary shares2 

12

Type of Reporting Person (See Instructions)

 

CO 

 

 

 

Item l(a).Name of Issuer:

 

Atour Lifestyle Holdings Limited

 

Item l(b).Address of Issuer’s Principal Executive Offices:

 

1st Floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People’s Republic of China

 

Item 2(a).Name of Person Filing:

 

Shanghai Yi Nan Enterprise Management Partnership

 

Legend Capital Management Co., Ltd.

 

Beijing Juncheng Hezhong Investment Management Partnership

 

Beijing Junqi Jiarui Business Management Limited

 

Item 2(b).Address of Principal Business Office, or if None, Residence:

 

For all reporting persons:

 

16th Floor, Block B, Rongke Information Center, No. 2 South Road of Zhongguancun Academy of Sciences, Haidian District, Beijing, China.

 

Item 2(c).Citizenship:

 

Shanghai Yi Nan Enterprise Management Partnership: The People’s Republic of China

 

Legend Capital Management Co., Ltd.: The People’s Republic of China

 

Beijing Juncheng Hezhong Investment Management Partnership: The People’s Republic of China

 

Beijing Junqi Jiarui Business Management Limited: The People’s Republic of China

 

Item 2(d).Title of Class of Securities:

 

Class A Ordinary Shares, par value US$0.0001 per share (each American Depositary Share (“ADS”), representing three Class A Ordinary Shares).

 

Item 2I.CUSIP Number:

 

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 04965M 106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares.

 

Item 3.If this Statement is Filed Pursuant to Rule 13d-l(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);

 

(b)Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)An investment adviser in accordance with Rule 13d-l(b)(l)(I(E);

 

 

 

(f)An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F);

 

(g)A parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G);

 

(h)A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) A non-U.S. institution in accordance with Rule 240.13d-l(b)(l)(ii)(J);

 

(k) Group, in accordance with Rule 13d-l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1 (b)(1)(ii)(J), please specify the type of institution: ___ .

 

Item 4.Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

 

(a)The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(b)The total number of outstanding Class A ordinary shares used to calculate the percentage of class represented by the Class A ordinary Shares is the sum of (i) 339,104,792 Class A ordinary shares (excluding 1,211,514 Class A ordinary shares issued by the Issuer to the depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under the Issuer’s Public Company Plan) and (ii) 73,680,917 Class B ordinary shares outstanding as of December 31, 2023, all of which can be converted into an equal number of Class A ordinary shares at any time by the holder thereof, as disclosed in the annual report on Form 20-F for the fiscal year ended December 31, 2023 filed by the Issuer with the SEC on April 26, 2024.

 

(c)The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following .

 

As shown from the percentage of class calculated herein, each of Shanghai Yi Nan Enterprise Management Partnership, Legend Capital Management Co., Ltd., Beijing Juncheng Hezhong Investment Management Partnership and Beijing Junqi Jiarui Business Management Limited has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.2 constitutes an exit filing for each of Shanghai Yi Nan Enterprise Management Partnership, Legend Capital Management Co., Ltd., Beijing Juncheng Hezhong Investment Management Partnership and Beijing Junqi Jiarui Business Management Limited.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

 

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certifications.

 

Not applicable.

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
A Joint Filing Agreement

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 1, 2024

 

  Shanghai Yi Nan Enterprise Management Partnership
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Legend Capital Management Co., Ltd.
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Beijing Juncheng Hezhong Investment Management Partnership
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Beijing Junqi Jiarui Business Management Limited
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

[Signature page to 13G (Atour)]

 

 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

Date: February 13, 2023

 

  Shanghai Yi Nan Enterprise Management Partnership
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Legend Capital Management Co., Ltd.
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Beijing Juncheng Hezhong Investment Management Partnership
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

  Beijing Junqi Jiarui Business Management Limited
   
   
  By: /s/ Hongbin Zhou
    Name: Hongbin Zhou
    Title: Authorized Signatory

 

 

[Signature page to joint filing agreement (Atour 13G)]