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Atour Lifestyle Holdings Ltd

Atour Lifestyle Holdings LtdATATEarnings & Financial Report

Nasdaq

Atour Lifestyle Holdings Ltd is a leading China-based hospitality and lifestyle enterprise. It operates a wide portfolio of mid-to-premium hotel brands for business and leisure travelers, and offers complementary lifestyle retail products and experience services, catering primarily to middle-class consumers across domestic and selected overseas markets.

What changed in Atour Lifestyle Holdings Ltd's 20-F — 2024 vs 2025

Top changes in Atour Lifestyle Holdings Ltd's 2025 20-F

805 paragraphs added · 706 removed · 475 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

206 edited+78 added−90 removed456 unchanged
This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the Class A ordinary shares and/or ADSs.
This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A ordinary shares and/or the ADSs.
Even if we and our related parties are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile.
Even if we and our related parties are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile.
The CSRC Filing Rules state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering.
The CSRC Filing Rules state that, any post-listing follow-on offering by an issuer in the same overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering.
The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the Class A ordinary shares represented by your ADSs.
The voting rights of holders of the ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the Class A ordinary shares represented by your ADSs.
Our operating results are subject to conditions typically affecting the hospitality industry in China, including, among others: ● changes in national, regional or local economic conditions; ● contraction in the global economy or low levels of economic growth; ● competition from other hotels and vacation rental online marketplace companies; ● the attractiveness of our hotels to our guests; ● local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms; ● adverse weather conditions, natural disasters or serious contagious diseases; ● the ability of third-party internet and other travel intermediaries who sell our hotel rooms to guests to attract and retain customers; ● the availability and cost of capital necessary for us and third-party hotel owners to fund investments, capital expenditures and service debt obligations; ● delays in or cancellations of planned or future development or refurbishment projects; ● seasonal and cyclical volatility in the hospitality industry; ● changes in desirability of geographic regions of the hotels in our business, geographic concentration of our operations and customers and shortages of desirable locations for development; 7 Table of Contents ● the performance of managerial and other employees of our hotels; and ● increases in operating costs and expenses, particularly rents, due to inflation and other factors.
Our operating results are subject to conditions typically affecting the hospitality industry in China, including, among others: ● changes in national, regional or local economic conditions; ● contraction in the global economy or low levels of economic growth; ● competition from other hotels and vacation rental online marketplace companies; ● the attractiveness of our hotels to our guests; ● local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms; ● adverse weather conditions, natural disasters or serious contagious diseases; ● the ability of third-party online and other travel intermediaries who sell our hotel rooms to guests to attract and retain customers; ● the availability and cost of capital necessary for us and third-party hotel owners to fund investments, capital expenditures and service debt obligations; ● delays in or cancellations of planned or future development or refurbishment projects; ● seasonal and cyclical volatility in the hospitality industry; 7 Table of Contents ● changes in desirability of geographic regions of the hotels in our business, geographic concentration of our operations and customers and shortages of desirable locations for development; ● the performance of managerial and other employees of our hotels; and ● increases in operating costs and expenses, particularly rents, due to inflation and other factors.
Pursuant to the CSRC Filing Rules, if the issuer meets either of the following conditions, its securities offerings and listing will be deemed as an “indirect overseas offering and listing by a PRC domestic company” and is therefore subject to the filing requirements: (i) any of the revenues, profits, total assets or net assets of the issuer’s Chinese operating entities in the most recent financial year accounts for more than 50% of the corresponding data in the issuer’s audited consolidated financial statements for the same period; and (ii) the key link of its business operations are conducted in mainland China or its principal place of business is located in the mainland China, or the majority of senior management in charge of business operations are Chinese citizens or have domicile in the PRC.
Pursuant to the CSRC Filing Rules, if the issuer meets either of the following conditions, its securities offerings and listing will be deemed as an “indirect overseas offering and listing by a PRC domestic company” and is therefore subject to the filing requirements: (i) any of the revenues, profits, total assets or net assets of the issuer’s Chinese operating entities in the most recent financial year accounts for more than 50% of the corresponding data in the issuer’s audited consolidated financial statements for the same period; and (ii) the key link of its business operations are conducted in Chinese Mainland or its principal place of business is located in Chinese Mainland, or the majority of senior management in charge of business operations are Chinese citizens or have domicile in the PRC.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 4.
Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulation of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 4.
Any failure to prevent or mitigate security breaches, cyber-attacks or other unauthorized access to our systems or disclosure of our customers’ data, including their personal information, could result in loss or misuse of such data, interruptions to our service system, diminished customer experience, loss of customer confidence and trust, impairment of our technology infrastructure, and harm our reputation and business, resulting in significant legal and financial exposure and potential lawsuits.
Any failure to prevent or mitigate security breaches, cyber-attacks or other unauthorized access to our systems or disclosure of our customers’ data, including their personal information, could result in loss or misuse of such data, interruptions to our service system, diminished user experience, loss of customer confidence and trust, impairment of our technology infrastructure, and harm our reputation and business, resulting in significant legal and financial exposure and potential lawsuits.
SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. 39 Table of Contents On October 17, 2017, the SAT issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT Bulletin 37, which came into effect on December 1, 2017.
SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. 37 Table of Contents On October 17, 2017, the SAT issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Nonresident Enterprises, or SAT Bulletin 37, which came into effect on December 1, 2017.
Compensation-Share Incentive Plan-Public Company Plan.” Under the Public Company Plan, the maximum aggregate number of Class A ordinary shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 51,029,546 Class A ordinary shares, which have been reserved for issuance pursuant to the Public Company Plan accordingly.
Compensation-Share Incentive Plans-Public Company Plan.” Under the Public Company Plan, the maximum aggregate number of Class A ordinary shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 51,029,546 Class A ordinary shares, which have been reserved for issuance pursuant to the Public Company Plan accordingly.
We cannot guarantee that we will obtain all applicable approvals and make all appropriated filings pursuant to laws and regulations, and such non-compliance could subject us to fines and other penalties that may negatively affect our operation, which could result in a material adverse effect on our business.
However, we cannot guarantee that we will obtain all applicable approvals and make all appropriated filings pursuant to laws and regulations, and such non-compliance could subject us to fines and other penalties that may negatively affect our operation, which could result in a material adverse effect on our business.
In addition, regardless of merit or eventual outcome, product liability claims may result in: ● costs of litigation; ● distraction of management’s attention from our primary business; ● the inability to market relevant products on our retail stores and online platforms; ● decreased demand for such products; ● damage to our business reputation; ● substantial monetary awards to customers or other claimants; ● loss of sales; or ● termination of existing agreements by our partners and potential partners failing to partner with us. 22 Table of Contents Any lack of requisite approvals, licenses or permits applicable to our online retail business may have a material and adverse impact on our business, financial condition and results of operations.
In addition, regardless of merit or eventual outcome, product liability claims may result in: ● costs of litigation; ● distraction of management’s attention from our primary business; ● the inability to market relevant products on our retail stores and online platforms; ● decreased demand for such products; ● damage to our business reputation; ● substantial monetary awards to customers or other claimants; ● loss of sales; or ● termination of existing agreements by our partners and potential partners failing to partner with us. ​ 18 Table of Contents Any lack of requisite approvals, licenses or permits applicable to our online retail business may have a material and adverse impact on our business, financial condition and results of operations.
Our expansion has placed, and will continue to place, substantial demands on our managerial, financial, operational, IT, and other resources. In order to manage and support our growth, we must continue to improve our existing managerial, operational and IT systems, including our financial and management controls, and recruit, train and retain qualified hotel management and other personnel.
Our expansion has placed, and will continue to place, substantial demands on our managerial, financial, operational, IT, and other resources. In order to manage and support our growth, we must continue to improve our existing managerial, operational and IT systems, including our financial and management controls, and recruit, train and retain qualified personnel.
On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. 3 Table of Contents On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, amending the HFCAA in two significant ways: (i) reducing the consecutive non-inspection years required to trigger HFCAA prohibitions from three to two, and (ii) allowing any foreign jurisdiction to be the basis for the PCAOB’s incomplete access to inspect or investigate a company’s auditor.
On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong in 2022. 3 Table of Contents On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, amending the HFCAA in two significant ways: (i) reducing the consecutive non-inspection years required to trigger HFCAA prohibitions from three to two, and (ii) allowing any foreign jurisdiction to be the basis for the PCAOB’s incomplete access to inspect or investigate a company’s auditor.
Business involving online payment services is subject to a number of risks that could materially and adversely affect third-party online payment service providers’ ability to provide payment processing and escrow services to us, including: ● dissatisfaction with these online payment services or decreased use of their services; ● increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; ● changes to rules or practices applicable to payment systems that link to third-party online payment service providers; ● breach of customers’ personal information and concerns over the use and security of information collected from our customers; ● service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; ● increasing costs to third-party online payment service providers, including fees charged by banks to process transactions through online payment channels, which would also increase our costs of revenues; and ● failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.
Business involving online payment services is subject to a number of risks that could materially and adversely affect third-party online payment service providers’ ability to provide payment processing and escrow services to us, including: ● dissatisfaction with these online payment services or decreased use of their services; ● increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; ● changes to rules or practices applicable to payment systems that link to third-party online payment service providers; 28 Table of Contents ● breach of customers’ personal information and concerns over the use and security of information collected from our customers; ● service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; ● increasing costs to third-party online payment service providers, including fees charged by banks to process transactions through online payment channels, which would also increase our costs of revenues; and ● failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.
Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM and the SAMR, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. 37 Table of Contents PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM and the SAMR, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. 35 Table of Contents PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. 47 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. 45 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited, and Nasdaq may determine to delist our securities.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in Chinese Mainland and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited, and Nasdaq may determine to delist our securities.
It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs. 46 Table of Contents If you or any other owners or holders of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other owners or holders may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary.
It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs. 44 Table of Contents If you or any other owners or holders of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other owners or holders may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us or the depositary.
As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we had applied for and completed a cybersecurity review with respect to the listing of the ADSs on Nasdaq in November 2022 pursuant to the Cybersecurity Review Measures. 44 Table of Contents On February 17, 2023, the CSRC, as approved by the State Council, released the CSRC Filing Rules, which came into effect on March 31, 2023.
As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we had applied for and completed a cybersecurity review with respect to the listing of the ADSs on Nasdaq in November 2022 pursuant to the Cybersecurity Review Measures. 42 Table of Contents On February 17, 2023, the CSRC, as approved by the State Council, released the CSRC Filing Rules, which came into effect on March 31, 2023.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. 45 Table of Contents Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. 43 Table of Contents Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the PRC government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of the ADSs could be materially and adversely effected.
If we do not adapt to or comply with the evolving expectations and standards on ESG matters from investors and the PRC government or are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and the business, financial condition, and the price of our shares and the ADSs could be materially and adversely effected.
As a result of all of the above, you may have more difficulties in protecting your interests in your emerging market investments. 34 Table of Contents We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
As a result of all of the above, you may have more difficulties in protecting your interests in your emerging market investments. 32 Table of Contents We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
If we are unable to retain the loyalty of existing consumers and attract new consumers, our revenues could decrease and we may not be able to expand our retail business base as planned, which could have a material adverse effect on our business, financial condition and results of operations. 21 Table of Contents We primarily promote our brand and sell products through online channels.
If we are unable to retain the loyalty of existing consumers and attract new consumers, our revenues could decrease and we may not be able to expand our retail business base as planned, which could have a material adverse effect on our business, financial condition and results of operations. 17 Table of Contents We primarily promote our brand and sell products through online channels.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong, among other jurisdictions. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in Chinese Mainland and Hong Kong, among other jurisdictions. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities.
Any adverse change in the economic conditions in China, policies of the PRC government or laws and regulations in China could have a material adverse effect on the overall economic growth of China and, in turn, our business. 31 Table of Contents Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.
Any adverse change in the economic conditions in China, policies of the PRC government or laws and regulations in China could have a material adverse effect on the overall economic growth of China and, in turn, our business. 30 Table of Contents Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.
If one or more of our major suppliers were to sever their relationship with us or significantly alter the terms of our relationship, we may not be able to establish alternative supply chain arrangements in a timely manner, which could have an adverse effect on our retail business, financial condition or results of operations.
Moreover, if one or more of our major suppliers were to sever their relationship with us or significantly alter the terms of our relationship, we may not be able to establish alternative supply chain arrangements in a timely manner, which could have an adverse effect on our business, financial condition or results of operations.
If such online channels’ services or operations are interrupted, if such online channels fail to provide a satisfactory customer experience and fail to attract new and retain existing consumers, if our cooperation with third-party e-commerce platforms terminates, deteriorates or becomes more costly, our retail business and results of operations may be materially and adversely affected.
If such online channels’ services or operations are interrupted, if such online channels fail to provide a satisfactory user experience and fail to attract new and retain existing consumers, if our cooperation with third-party e-commerce platforms terminates, deteriorates or becomes more costly, our retail business and results of operations may be materially and adversely affected.
The exclusive forum provision in our memorandum and articles of association will not operate so as to deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our internal affairs. 42 Table of Contents We are a “controlled company” as defined under the Nasdaq Stock Market corporate governance rules.
The exclusive forum provision in our memorandum and articles of association will not operate so as to deprive the courts of the Cayman Islands from having jurisdiction over matters relating to our internal affairs. 40 Table of Contents We are a “controlled company” as defined under the Nasdaq Stock Market corporate governance rules.
Scalpers have tried to and may continue to exploit these A-Card room discounts by reserving rooms at a lower member-only price and resell to a non-member guest at a higher price. Such exploitation not only results in losses of our revenue but also adversely affects our guests’ hotel experience and harms our brand and business.
Scalpers have tried to and may continue to exploit these ACARD room discounts by reserving rooms at a lower member-only price and resell to a non-member guest at a higher price. Such exploitation not only results in losses of our revenue but also adversely affects our guests’ hotel experience and harms our brand and business.
Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in the ADSs could be greatly reduced or even rendered worthless. 43 Table of Contents You may need to rely on a price appreciation of the ADSs for a return on your investment.
Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations, and any investment in the ADSs could be greatly reduced or even rendered worthless. 41 Table of Contents You may need to rely on a price appreciation of the ADSs for a return on your investment.
Risk Factors—Risks Related to Doing Business in China—Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist the ADSs.” Permissions Required from the PRC Authorities for Our Operations and Overseas Securities Offerings We are required to obtain certain licenses, permits and approvals from relevant governmental authorities in China in order to operate our business.
Risk Factors — Risks Related to Doing Business in China — Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditors located in China, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist the ADSs.” Permissions Required from the PRC Authorities for Our Operations and Overseas Securities Offerings We are required to obtain certain licenses, permits and approvals from relevant governmental authorities in China in order to operate our business.
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong remains uncertain and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong remains uncertain and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong remains uncertain and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.
However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in Chinese Mainland and Hong Kong remains uncertain and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.
Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, establish additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex.
Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “ M&A Rules ”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, establish additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex.
We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations. 35 Table of Contents PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.
We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations. 33 Table of Contents PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulation of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business.
Currently, the program benefits are not taxed as income to members under PRC tax laws. If the program awards and benefits are materially altered, curtailed or taxed such that a material number of A-Card members choose to no longer participate in the program, this could adversely affect our business.
Currently, the program benefits are not taxed as income to members under PRC tax laws. If the program awards and benefits are materially altered, curtailed or taxed such that a material number of ACARD members choose to no longer participate in the program, this could adversely affect our business.
Our management and independent registered public accounting firm have concluded that our internal control over financial reporting as of December 31, 2024 was effective. However, we cannot assure you that in the future our management or our independent registered public accounting firm will not identify material weaknesses in evaluating the effectiveness of the company’s internal control over financial reporting.
Our management and independent registered public accounting firm have concluded that our internal control over financial reporting as of December 31, 2025 was effective. However, we cannot assure you that in the future our management or our independent registered public accounting firm will not identify material weaknesses in evaluating the effectiveness of the company’s internal control over financial reporting.
On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor which is headquartered in mainland China.
On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese Mainland and Hong Kong, including our auditor which is headquartered in Chinese Mainland.
Although local authorities in China may establish a regulatory cooperation mechanism with securities regulatory authorities of other countries or regions to implement cross-border supervision and administration, such regulatory cooperation with securities regulatory authorities in the Unities States has not been efficient due to the absence of a mutual and practical cooperation mechanism.
Local authorities in China may establish a regulatory cooperation mechanism with securities regulatory authorities of other countries or regions to implement cross-border supervision and administration, but such regulatory cooperation with securities regulatory authorities in the Unities States has not been efficient due to the absence of a mutual and practical cooperation mechanism.
See “-We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies” and “-As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
See “— We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies” and “— As an exempted company with limited liability incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards.
Our continued success in maintaining and enhancing our brand depends, to a large extent, on our ability to provide consistent and high-quality accommodations and services across our hotel chain, and design and introduce new accommodations and services to meet customer demands, as well as our ability to respond to competitive pressures.
Our continued success in maintaining and enhancing our brand depends, to a large extent, on our ability to provide consistent and high-quality accommodations and services across our hotel network, and design and introduce new accommodations and services to meet customer demands, as well as our ability to respond to competitive pressures.
We cannot assure you that other aspects of our operations do not or will not infringe upon or violate intellectual property rights (including but not limited to trademarks, patents, copyrights, know-how) or other rights (including but not limited to portraiture right) owned or held by third parties.
We cannot assure you that our operations do not or will not infringe upon or violate intellectual property rights (including but not limited to trademarks, patents, copyrights, know-how) or other rights (including but not limited to portraiture right) owned or held by third parties.
Competitors may also outbid us in the selection of sites for new leased hotel conversion, negotiate better management terms for potential manachised hotels or offer better terms to our existing manachised hotel owners, thereby slowing our anticipated pace of expansion.
Competitors may also outbid us in the selection of sites for newly leased hotel conversion, negotiate better management terms for potential manachised hotels or offer better terms to our existing manachised hotel owners, thereby slowing our anticipated pace of expansion.
In more developed cities, it may be difficult to increase the number of hotels because we or our competitors may already have operations in such cities, rental prices may increase, or our competitors may be able to gain leases of properties before we can do so.
In more developed cities, it may be difficult to increase the number of hotels because we or our competitors may already have operations in such cities, rental prices may increase, or our competitors may be able to secure leases of properties before we can do so.
Our ability to penetrate further into the existing geographic markets where we already have a presence depends in part on our ability to successfully market ourselves and to maintain and increase sales to our existing members and attract more members to our A-Card membership program.
Our ability to penetrate further into the existing geographic markets where we already have a presence depends in part on our ability to successfully market ourselves and to maintain and increase sales to our existing members and attract more members to our ACARD membership program.
Our management will have considerable discretion in the application of the net proceeds received by us. 40 Table of Contents You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately.
Our management will have considerable discretion in the application of the net proceeds received by us. 38 Table of Contents You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong, among other jurisdictions.
The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in Chinese Mainland and Hong Kong, among other jurisdictions.
Although we have registered “ Yaduo ,” “ Atour ,” “ Atour Light ,” “ Atour Planet ” and other logos related to our business as trademarks in China, there is no assurance that any issued patents or registered trademarks will adequately protect our intellectual property, or that such patents and trademarks will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable.
We have registered “ Atour ,” “ Atour Light ,” “ Atour Planet ” and other logos related to our business as trademarks in China, but there is no assurance that any issued patents or registered trademarks will adequately protect our intellectual property, or that such patents and trademarks will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable.
SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises.
SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between non - financial enterprises.
Goodwill and other intangible assets (the value of which may be determined by reference to the excess of the sum of the corporation’s market capitalization and liabilities over the value of its assets) are generally characterized as active assets to the extent associated with business activities that produce active income. 48 Table of Contents Based on the manner in which we currently conduct our business, the composition of our income and assets and the estimated value of our assets (including goodwill and other intangible assets), we believe that we were not a PFIC for our 2024 taxable year.
Goodwill and other intangible assets (the value of which may be determined by reference to the excess of the sum of the corporation’s market capitalization and liabilities over the value of its assets) are generally characterized as active assets to the extent associated with business activities that produce active income. 46 Table of Contents Based on the manner in which we currently conduct our business, the composition of our income and assets and the estimated value of our assets (including goodwill and other intangible assets), we believe that we were not a PFIC for our 2025 taxable year.
Scalpers may exploit our A-Card loyalty program by reserving rooms at member-only price and resell such room reservation to our prospective guests, which could adversely affect our guests’ hotel experience and harm our brand and business. We offer our A-Card members certain discounts to room price as part of the membership benefits.
Scalpers may exploit our ACARD loyalty program by reserving rooms at member-only price and resell such room reservation to our prospective guests, which could adversely affect our guests’ hotel experience and harm our brand and business. We offer our ACARD members certain discounts to room price as part of the membership benefits.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises.
This circular applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, but the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises.
If we are unsuccessful in addressing any of these risks or challenges, our business may be materially and adversely affected. If our brand reputation is harmed, it could have a material adverse effect on our business and results of operations.
If we are unsuccessful in addressing any of these risks or challenges, our business may be materially and adversely affected. 9 Table of Contents If our brand reputation is harmed, it could have a material adverse effect on our business and results of operations.
In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence.
In addition, in order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. The procedures may not be sufficient to prevent all instances of abuse or negligence.
As of December 31, 2024, we have obtained such basic business license and special industry license in compliance with applicable PRC laws and regulations.
As of December 31, 2025, we have obtained such basic business license and special industry license in compliance with applicable PRC laws and regulations.
Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures.
Pursuant to SAFE Circular 37 and SAFE Circular 7, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures.
If we or our franchisees fail to make investments necessary to maintain or improve the properties, our hotel’s attractiveness and reputation could suffer, we could lose market share to our competitors and our RevPAR may decline. Increasing focus on environmental, social and governance matters may impose additional costs on us or expose us to additional risks.
If we or our franchisees fail to make investments necessary to maintain or improve the properties, our hotel’s attractiveness and reputation could suffer, we could lose market share to our competitors and our RevPAR may decline. 27 Table of Contents Increasing focus on environmental, social and governance matters may impose additional costs on us or expose us to additional risks.
We also may not be able to retain or recruit a sufficient number of experienced sales and marketing personnel, or to train newly hired sales and marketing personnel, which we believe is critical to implementing our sales and marketing strategies cost-effectively. Further, sales and marketing approaches and tools in China’s hospitality industry are evolving rapidly.
We also may not be able to retain or recruit a sufficient number of experienced sales and marketing personnel, or to train newly hired sales and marketing personnel, which we believe is critical to implementing our sales and marketing strategies cost-effectively. Further, sales and marketing approaches and tools are evolving rapidly.
To support this, we have developed a comprehensive online sales platform that integrates e-commerce functions into our mobile app and Weixin mini-program. Additionally, we sell our products on leading third-party e-commerce platforms in China, providing broader access to consumers. Currently, approximately 90% of our retail revenue comes from online sales.
To support this, we have developed a comprehensive online sales platform that integrates e-commerce functions into our mobile app and mini-programs. Additionally, we sell our products on leading third-party e-commerce platforms in China, providing broader access to consumers. Currently, over 90% of our retail revenue comes from online sales.
In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely affected and our reputation may be harmed. We have limited insurance coverage.
In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely affected and our reputation may be harmed. 24 Table of Contents We have limited insurance coverage.
We have entered into, and may in the future enter into, strategic transactions to complement our organic growth which may not be successful. We have entered into, and may in the future enter into, strategic transactions to complement our organic growth, including pursuing selective acquisitions, asset dispositions, joint venture and other types of alliances with business partners.
We have entered into, and may in the future enter into, strategic transactions to complement our organic growth, including pursuing selective acquisitions, asset dispositions, joint venture and other types of alliances with business partners.
Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices.
Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holders thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 41 Table of Contents As of March 31, 2025, Mr.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holders thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 39 Table of Contents As of March 31, 2026, Mr.
If we fail to do so, our business, results of operations and financial condition may be materially and adversely affected. Furthermore, the hospitality industry is rapidly evolving and subject to continuous technological changes. Our success will depend on our ability to keep up with the changes in technology and user behavior resulting from new developments and innovations.
If we fail to do so, our business, results of operations and financial condition may be materially and adversely affected. Furthermore, the industries we operate in are rapidly evolving and subject to continuous technological changes. Our success will depend on our ability to keep up with the changes in technology and user behavior resulting from new developments and innovations.
In particular, our retail services are subject to various potential liabilities and risks commonly associated with e-commerce or online retail, including, among others: ● product liability disputes and related liabilities; ● food safety disputes and related liabilities; ● intellectual property infringement disputes and related liabilities; ● portrait right infringement disputes and liabilities associated with the marketing materials that we use to promote our products; ● disputes and liabilities related to pricing, advertisements, consumer protection, privacy and data security; ● non-compliance risks under various laws and regulations, including those laws and regulations relating to online platforms. ● risks related to refund policy, storage and transportation of our products; ● fluctuations in the price of raw materials; ● reliance on third-party manufactures for our private label products and their ability to produce and supply products in compliance with our specifications; ● lack of effective monitoring over our franchisees, who act as distributors for our retail products; and ● inventory impairment risks.
In particular, our retail services are subject to various potential liabilities and risks commonly associated with e-commerce or online retail, including, among others: ● product liability disputes and related liabilities; ● food safety disputes and related liabilities; ● intellectual property infringement disputes and related liabilities; ● portrait right infringement disputes and liabilities associated with the marketing materials that we use to promote our products; ● disputes and liabilities related to pricing, advertisements, consumer protection, privacy and data security; ● non-compliance risks under various laws and regulations, including those laws and regulations relating to online platforms. ● risks related to refund policy, storage and transportation of our products; ● fluctuations in the price of raw materials; ● reliance on third-party manufactures for our private label products and their ability to produce and supply products in compliance with our specifications; ● lack of effective monitoring over our franchisees, who act as distributors for our retail products; and ● inventory impairment risks. 11 Table of Contents Any new products or services that we have launched or may launch in the future may not achieve anticipated returns.
The cessation, reduction or taxation of program benefits of our A-Card loyalty program could adversely affect our brand and guest loyalty. We manage the A-Card loyalty program for our brand.
The cessation, reduction or taxation of program benefits of our ACARD loyalty program could adversely affect our brand and guest loyalty. We manage the ACARD loyalty program for our brand.
Haijun Wang beneficially owns approximately 20.34% of our total issued and outstanding share capital and 69.13% of the aggregate voting power of our total issued and outstanding share capital as of the same date due to the disparate voting powers associated with our dual-class share structure as well as voting proxy granted to him by other minority shareholders.
Haijun Wang beneficially owns approximately 19.4% of our total issued and outstanding share capital and 69.1% of the aggregate voting power of our total issued and outstanding share capital as of the same date due to the disparate voting powers associated with our dual-class share structure as well as voting proxy granted to him by other minority shareholders.
The third-party and private label products that we sell through our retail business could lead to the filing of product liability claims where someone may allege that the products that we sold failed to perform as designed or caused certain injuries or losses.
The products that we sell through our retail business could lead to the filing of product liability claims where someone may allege that the products that we sold failed to perform as designed or caused certain injuries or losses.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and China.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
These risks could result in a material change in our operations and the value of the ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be worthless. For more details, see “Item 3.
These risks could result in a material change in our operations and the value of the ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or be worthless. For more details, see “Item 3. Key Information — Recent Regulatory Developments,” “Item 3.
However, we may not be successful in developing new products, and our new products may not be commercially successful. To the extent that we are not able to successfully identify, develop and design new or improved products in response to changing market preference, our financial results and our competitive position may suffer.
To the extent that we are not able to successfully identify, develop and design new or improved products in response to changing market preference, our financial results and our competitive position may suffer.
However, we are not able to control the actions of our franchisees. Under those franchise and management agreements, our franchisees are typically responsible for developing hotel properties on a timely basis, bearing the costs and expenses of developing and operating the hotels, including costs of renovating the hotels to our standards and recruiting and employing hotel staff.
Under those franchise and management agreements, our franchisees are typically responsible for developing hotel properties on a timely basis, bearing the costs and expenses of developing and operating the hotels, including costs of renovating the hotels to our standards and recruiting and employing hotel staff.
Properties that we develop or rebrand could become less attractive due to market saturation, oversupply or changes in market demand, with the result that we may not be able to recover investments as we expect, or at all.
Properties that we develop or rebrand could become less attractive due to market saturation, oversupply or changes in market demand, with the result that we may not be able to recover investments as we expect, or at all. We may not be able to successfully identify, secure or operate additional hotel properties.
Risk Factors—Risks Related to Our Business and Industry—We are subject to various hospitality industry, health and safety, construction, fire prevention and environmental laws and regulations that may subject us to liability.” In addition, as described above, the PRC government has recently tightened the regulation of cybersecurity, and indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us.
Risk Factors — Risks Related to Our Business and Industry — We are subject to various laws and regulations that may subject us to liability and require various approvals, licenses and permits to operate our business.” In addition, as described above, the PRC government has recently tightened the regulation of cybersecurity, and indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us.
Conversely, a significant depreciation of renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of the ADSs, and if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us.
Conversely, a significant depreciation of renminbi against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of the ADSs, and if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs, strategic acquisitions or investments or other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. 34 Table of Contents Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations.
If the properties are deemed to be illegal constructions or the landlords do not have the rights to lease the properties to the lessees for hotel operations purposes, the lessors (instead of the lessees) may be subject to monetary penalties and the lease agreements may be invalidated. We may therefore be required to relocate our relevant hotels.
If the properties are deemed to be illegal constructions or the landlords do not have the rights to lease the properties to the lessees for hotel operations purposes, the lessors (instead of the lessees) may be subject to monetary penalties and the lease agreements may be invalidated.
As of March 31, 2025, a total of 29,784,429 share options corresponding to underlying 29,784,429 Class A ordinary shares had been granted to the participants under the Public Company Plan. For the years ended December 31, 2022, 2023 and 2024, we recognized RMB163.2 million, RMB164.0 million and RMB32.8 million (US$4.5 million) of share-based compensation expenses, respectively.
As of March 31, 2026, a total of 29,793,048 share options corresponding to underlying 29,793,048 Class A ordinary shares had been granted to the participants under the Public Company Plan. For the years ended December 31, 2023, 2024 and 2025, we recognized RMB164.0 million, RMB32.8 million and RMB131.5 million of share-based compensation expenses, respectively.
Risk Factors—Risks Related to Doing Business in China” from page 31 through page 40 of this annual report.” 2 Table of Contents Recent Regulatory Developments Cybersecurity Review On December 28, 2021, the Cyberspace Administration of China (the “ CAC ”), and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022.
Risk Factors — Risks Related to Doing Business in China.” 2 Table of Contents Recent Regulatory Developments Cybersecurity Review On December 28, 2021, the Cyberspace Administration of China (the “CAC”), and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022.
In the future, cash proceeds raised from overseas financing activities may be transferred by us through Atour Hong Kong to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be. Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations.
In the future, cash proceeds raised from overseas financing activities may be transferred by us through our Hong Kong subsidiaries to their respective PRC subsidiaries via capital contribution and shareholder loans, as the case may be. Subsequently, these PRC subsidiaries will transfer funds to their own subsidiaries to meet the capital needs of our business operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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The price management module allows us to set up rates at different levels (including property, market segments, booking channels and hotel brands) and distributes price adjustments and promotional offers to all major channels simultaneously, which greatly increases efficiency in managing all our booking channels and enhances our ability to optimize total profit.
The price management module allows us to set up rates at different levels (including property, market segments, booking channels and hotel brands) and distributes price adjustments and promotional offers to all major channels simultaneously, which greatly increases efficiency in managing all booking channels and enhances our ability to optimize total profit.
It also allows the submission of price adjustment requests through an Internet browser, which in turn optimizes each hotel’s occupancy rate, ADR and RevPAR. The system is designed to enhance our profitability and competitiveness by integrating with our CRS and CRM.
It also allows the submission of price adjustment requests through an Internet browser, which in turn optimizes each hotel’s occupancy rate, ADR and RevPAR. The system is designed to enhance our profitability and competitiveness by integrating with the CRS and CRM.
According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland of China and Hong Kong entered into between Mainland China and the Hong Kong Special Administrative Region on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends and interests, the 10% withholding tax rate applicable under the EIT Law may be lowered to 5% for dividends and 7% for interest payments if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws.
According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland of China and Hong Kong entered into between Chinese Mainland and the Hong Kong Special Administrative Region on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends and interests, the 10% withholding tax rate applicable under the EIT Law may be lowered to 5% for dividends and 7% for interest payments if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws.
Regulations on Leasing Under the Law of the PRC on Administration of Urban Real Estate promulgated by the SCNPC, which took effect as of January 1995 and was amended in August 2007, August 2009 and January 2020, respectively, and the Administrative Measures on Leasing of Commodity House promulgated by the Ministry of Housing and Urban-rural Construction, which took effect as of February 1, 2011, when leasing premises, the lessor and lessee are required to enter into a written lease contract, prescribing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties.
Regulations on Leasing Under the Law of the PRC on Administration of Urban Real Estate promulgated by the SCNPC, which took effect as of January 1995 and was amended in August 2007, August 2009 and August 2019, respectively, and the Administrative Measures on Leasing of Commodity House promulgated by the Ministry of Housing and Urban-rural Construction, which took effect as of February 1, 2011, when leasing premises, the lessor and lessee are required to enter into a written lease contract, prescribing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties.
There are five ratings from one star to five stars for tourist hotels, assessed based on the level of facilities, management standards and quality of service. A star rating, once granted, is valid for three years.
There are five ratings from one star to five stars for tourist hotels, assessed based on the level of facilities, management standards and quality of service. A star rating, once granted, is valid for five years.
Failure to comply with such laws and regulations may result in various fines and legal sanctions and supplemental contributions to the local social insurance and housing fund regulatory authorities. 73 Table of Contents Regulations on Advertising According to Advertising Law of the PRC, or Advertising Law, which was promulgated by SCNP on October 27, 1994 and amended on September 1, 2015, October 26, 2018 and April 29, 2021, advertisements shall not contain any false or misleading information, and shall not deceive or mislead consumers.
Failure to comply with such laws and regulations may result in various fines and legal sanctions and supplemental contributions to the local social insurance and housing fund regulatory authorities. 78 Table of Contents Regulations on Advertising According to Advertising Law of the PRC, or Advertising Law, which was promulgated by SCNP on October 27, 1994 and amended on September 1, 2015, October 26, 2018 and April 29, 2021, advertisements shall not contain any false or misleading information, and shall not deceive or mislead consumers.
Our A-Card membership ecosystem is also embedded within the app, offering a tiered loyalty program where guests accumulate status through their stays, unlocking exclusive benefits such as complimentary breakfast, room upgrades, and late check-out privileges. The flexible point redemption system allows members to use accumulated points for both hotel stays and retail purchases.
Our ACARD membership ecosystem is also embedded within the app, offering a tiered loyalty program where guests accumulate status through their stays, unlocking exclusive benefits such as complimentary breakfast, room upgrades, and late check-out privileges. The flexible point redemption system allows members to use accumulated points for both hotel stays and retail purchases.
In addition, pursuant to the Law of the PRC on Penalties for the Violation of Public Security Administration promulgated in August, 2005 and amended in October 2012, and various local regulations, hotels failing to obtain the special industry license may be subject to warnings, orders to suspend or cease continuing business operations, confiscations of illegal gains or fines.
In addition, pursuant to the Law of the PRC on Penalties for the Violation of Public Security Administration promulgated in August 2005 and amended in October 2012 and June 2025, and various local regulations, hotels failing to obtain the special industry license may be subject to warnings, orders to suspend or cease continuing business operations, confiscations of illegal gains or fines.
Pursuant to this law, the violators may be subject to: (i) warning; (ii) confiscation of illegal gains and fines equal to one to ten times of the illegal gains; or if without illegal gains, fines up to RMB1,000,000; or (iii) an order to shut down the website, suspend the business operation for rectification, or revoke business license.
Pursuant to this law, the violators may be subject to: (i) warning; (ii) confiscation of illegal gains and fines equal to one to ten times of the illegal gains; or if without illegal gains, fines up to RMB500,000; or (iii) an order to shut down the website, suspend the business operation for rectification, or revoke business license.
Pursuant to the Food Safety Law of the PRC, hotels failing to obtain the food business license (or formerly the food service license) may be subject to: (i) confiscation of illegal gains, food illegally produced for sale, and tools, facilities and raw materials used for illegal production; or (ii) fines between RMB50,000 and RMB100,000 if the value of food illegally produced is less than RMB10,000, or fines equal to 10 to 20 times of the value of food if such value is equal to or more than RMB10,000. 62 Table of Contents The Fire Prevention Law of the PRC, promulgated in April 1998 and amended in October 2008, April 2019 and April 2021, respectively, by the SCNPC, and the Provisions on Supervision and Inspection on Fire Prevention and Control, amended and promulgated on April 30, 2009 and effective as of May 1, 2009 and most recently amended on November 1, 2012 by the Ministry of Public Security, and the Interim Provisions on Administration of Review and Examination of Fire Prevention Design of Construction Projects promulgated on April 1, 2020, effective as of June 1, 2020 and amended on October 30, 2023 by the Ministry of Housing and Urban-rural Construction require that (i) the fire prevention design documents of special construction projects, such as hotels with overall floor area of more than 10,000 square meters, shall be reviewed and inspected by local housing and urban-rural development authorities before construction; (ii) the construction of specific construction projects, such as hotels with overall floor area of more than 10,000 square meters be inspected and accepted by local housing and urban-rural development authorities from a fire prevention perspective before completion; and (iii) the public gathering places, such as hotels, shall complete fire prevention safety inspection with the local fire and rescue department, which is a prerequisite for business opening.
Pursuant to the Food Safety Law of the PRC, hotels failing to obtain the food business license (or formerly the food service license) may be subject to: (i) confiscation of illegal gains, food illegally produced for sale, and tools, facilities and raw materials used for illegal production; or (ii) fines between RMB50,000 and RMB100,000 if the value of food illegally produced is less than RMB10,000, or fines equal to 10 to 20 times of the value of food if such value is equal to or more than RMB10,000. 67 Table of Contents The Fire Prevention Law of the PRC, promulgated in April 1998 and amended in October 2008, April 2019 and April 2021, respectively, by the SCNPC, and the Provisions on Supervision and Inspection on Fire Prevention and Control, amended and promulgated on April 30, 2009 and effective as of May 1, 2009 and most recently amended on July 17, 2012 by the Ministry of Public Security, and the Interim Provisions on Administration of Review and Examination of Fire Prevention Design of Construction Projects promulgated on April 1, 2020, effective as of June 1, 2020 and amended on August 21, 2023 by the Ministry of Housing and Urban-rural Construction require that (i) the fire prevention design documents of special construction projects, such as hotels with overall floor area of more than 10,000 square meters, shall be reviewed and inspected by local housing and urban-rural development authorities before construction; (ii) the construction of specific construction projects, such as hotels with overall floor area of more than 10,000 square meters be inspected and accepted by local housing and urban-rural development authorities from a fire prevention perspective before completion; and (iii) the public gathering places, such as hotels, shall complete fire prevention safety inspection with the local fire and rescue department, which is a prerequisite for business opening.
Food producers and distributors who engage in food trade on their own network platform should also file with the market regulatory departments at or above the county level to get the record number. 74 Table of Contents 4.C.
Food producers and distributors who engage in food trade on their own network platform should also file with the market regulatory departments at or above the county level to get the record number. 79 Table of Contents 4.C.
PRC residents are also required to file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long-term equity or debt investments or uses of assets in China to guarantee offshore obligations. Moreover, Circular 75 applies retroactively.
PRC residents are also required to file amendments to their registrations if their offshore companies experience material events involving capital variation, such as changes in share capital, share transfers, mergers and acquisitions, spin-off transactions, long-term equity or debt investments or uses of assets in China to guarantee offshore obligations. 74 Table of Contents Moreover, Circular 75 applies retroactively.
We purposefully design and operate individually conceived lifestyle hotel brands that cater to diversified audiences, with a common thread of brand hallmarks that deliver a locally inspired, neighborhood boutique yet consistently enjoyable experience.
Our Hotel Brand Portfolio We purposefully design and operate individually conceived lifestyle hotel brands that cater to diversified audiences, with a common thread of brand hallmarks that deliver a locally inspired, neighborhood boutique yet consistently enjoyable experience.
The concerned bank shall conduct spot checking in accordance with the relevant requirements. On December 25, 2006, the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control and its Implementation Rules were issued by the SAFE on January 5, 2007, both of which became effective on February 1, 2007.
The concerned bank shall conduct spot checking in accordance with the relevant requirements. 73 Table of Contents On December 25, 2006, the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control and its Implementation Rules were issued by the SAFE on December 25, 2006 and January 5, 2007, both of which became effective on February 1, 2007.
We anonymize and encrypt confidential personal information and take other technological measures to ensure the secure processing, transmission and usage of data. We have also established stringent internal protocols under which we grant classified access to confidential personal data only to limited employees with strictly defined and layered access authorization.
We de-identify and encrypt confidential personal information and take other technological measures to ensure the secure processing, transmission and usage of data. We have also established stringent internal protocols under which we grant classified access to confidential personal data only to limited employees with strictly defined and layered access authorization.
Under the Consumer Protection Law, a business operator providing a commodity or service to a consumer is subject to a number of requirements, including the following: ● to ensure that commodities and services meet with certain safety requirements; ● to protect the safety of consumers; ● to disclose serious defects of a commodity or a service and to adopt preventive measures against damage occurrence; ● to provide consumers with accurate information and to refrain from conducting false advertising; ● to obtain consents of consumers and to disclose the rules for the collection and/or use of information when collecting data or information from consumers; to take technical measures and other necessary measures to protect the personal information collected from consumers; not to divulge, sell, or illegally provide consumers’ information to others; not to send commercial information to consumers without the consent or request of consumers or with a clear refusal from consumers; ● not to set unreasonable or unfair terms for consumers or alleviate or release itself from civil liability for harming the legal rights and interests of consumers by means of standard contracts, circulars, announcements, shop notices or other means; ● to remind consumers in a conspicuous manner to pay attention to the quality, quantity and prices or fees of commodities or services, duration and manner of performance, safety precautions and risk warnings, after-sales service, civil liability and other terms and conditions vital to the interests of consumers under a standard form of agreement prepared by the business operators, and to provide explanations as required by consumers; and ● not to insult or slander consumers or to search the person of, or articles carried by, a consumer or to infringe upon the personal freedom of a consumer. 64 Table of Contents Business operators may be subject to civil liabilities for failing to fulfill the obligations discussed above.
Under the Consumer Protection Law, a business operator providing a commodity or service to a consumer is subject to a number of requirements, including the following: ● to ensure that commodities and services meet with certain safety requirements; ● to protect the safety of consumers; ● to disclose serious defects of a commodity or a service and to adopt preventive measures against damage occurrence; ● to provide consumers with accurate information and to refrain from conducting false advertising; ● to obtain consents of consumers and to disclose the rules for the collection and/or use of information when collecting data or information from consumers; to take technical measures and other necessary measures to protect the personal information collected from consumers; not to divulge, sell, or illegally provide consumers’ information to others; not to send commercial information to consumers without the consent or request of consumers or with a clear refusal from consumers; ● not to set unreasonable or unfair terms for consumers or alleviate or release itself from civil liability for harming the legal rights and interests of consumers by means of standard contracts, circulars, announcements, shop notices or other means; ● to remind consumers in a conspicuous manner to pay attention to the quality, quantity and prices or fees of commodities or services, duration and manner of performance, safety precautions and risk warnings, after-sales service, civil liability and other terms and conditions vital to the interests of consumers under a standard form of agreement prepared by the business operators, and to provide explanations as required by consumers; and ● not to insult or slander consumers or to search the person of, or articles carried by, a consumer or to infringe upon the personal freedom of a consumer.
The Standing Committee of the National People’s Congress, or the SCNPC, enacted the Food Safety Law of the PRC in February 2009, which was most recently amended in April 2021, according to which any hotel that provides food must obtain a license.
The Standing Committee of the National People’s Congress, or the SCNPC, enacted the Food Safety Law of the PRC in February 2009, which was most recently amended in April 2021 and September 2025, according to which any hotel that provides food must obtain a license.
The Personal Information Protection Law also strengthens the punishment for those who illegally process personal information. 72 Table of Contents On December 28, 2021, the CAC and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022 and supersede and replace the Cybersecurity Review Measures previously promulgated on April 13, 2020.
The Personal Information Protection Law also strengthens the punishment for those who illegally process personal information. On December 28, 2021, the CAC and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures, which came into effect on February 15, 2022 and supersede and replace the Cybersecurity Review Measures previously promulgated on April 13, 2020.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Such information can also be found on our investor relations website at https://ir.yaduo.com. 49 Table of Contents 4.B.
The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. Such information can also be found on our investor relations website at https://ir.yaduo.com. 4.B.
As of December 31, 2024, we had developed six lifestyle hotel brands, covering the entire chain of midscale to luxury hotels with differentiated appeal to a wide range of guests, from discerning business travelers to the younger generations seeking unique and personalized hospitality experiences.
As of December 31, 2025, we had developed seven lifestyle hotel brands, covering the entire chain of midscale to luxury hotels with differentiated appeal to a wide range of guests, from discerning business travelers to the younger generations seeking unique and personalized hospitality experiences.
The franchisee is entitled to terminate the franchise contract in his sole discretion within a set period of time upon signing of the franchise contract. 65 Table of Contents Pursuant to the Administrative Measures on Information Disclosure of Commercial Franchises, 30 days prior to the execution of franchise contracts, franchisors are required to provide franchisees with copies of the franchise contracts, as well as written true and accurate basic information on matters including: ● the name, domiciles, legal representative, registered capital, scope of business and basic information relating to its commercial franchising; ● basic information relating to the registered trademark, logo, patent, know-how and business model; ● the type, amount and method of payment of franchise fees (including payment of deposit and the conditions and method of refund of deposit); ● the price and conditions for the franchisor to provide goods, service and equipment to the franchisee; ● the detailed plan, provision and implementation plan of consistent services including operational guidance, technical support and business training provided to the franchisee; ● detailed measures for guiding and supervising the operation of the franchisor; ● investment budget for all franchised hotels of the franchisee; ● the current numbers, territory and operation evaluation of the franchisees within China; ● a summary of accounting statements audited by an accounting firm and a summary of audit reports for the previous two years; ● information on any lawsuit in which the franchisor has been involved in the previous five years; ● basic information regarding whether the franchisor and its legal representative have any record of material violation; and ● other information required to be disclosed by the MOFCOM.
Pursuant to the Administrative Measures on Information Disclosure of Commercial Franchises, 30 days prior to the execution of franchise contracts, franchisors are required to provide franchisees with copies of the franchise contracts, as well as written true and accurate basic information on matters including: ● the name, domiciles, legal representative, registered capital, scope of business and basic information relating to its commercial franchising; ● basic information relating to the registered trademark, logo, patent, know-how and business model; ● the type, amount and method of payment of franchise fees (including payment of deposit and the conditions and method of refund of deposit); ● the price and conditions for the franchisor to provide goods, service and equipment to the franchisee; ● the detailed plan, provision and implementation plan of consistent services including operational guidance, technical support and business training provided to the franchisee; ● detailed measures for guiding and supervising the operation of the franchisor; ● investment budget for all franchised hotels of the franchisee; 70 Table of Contents ● the current numbers, territory and operation evaluation of the franchisees within China; ● a summary of accounting statements audited by an accounting firm and a summary of audit reports for the previous two years; ● information on any lawsuit in which the franchisor has been involved in the previous five years; ● basic information regarding whether the franchisor and its legal representative have any record of material violation; and ● other information required to be disclosed by the MOFCOM.
According to the Measures for the Investigation and Treatment of Internet Food Safety Violations promulgated by China Food and Drug Administration on July 14, 2016, which became effective on October 1, 2016 and was amended by SAMR on June 1, 2021, SAMR is responsible for supervising and guiding the investigation and treatment of Internet food safety violations nationwide, and local market regulatory departments at or above the county level are responsible for their administrative areas Internal network food safety violations investigation.
According to the Measures for the Investigation and Treatment of Internet Food Safety Violations promulgated by China Food and Drug Administration on July 14, 2016, which became effective on October 1, 2016 and was amended by SAMR on April 2, 2021 and March 18, 2025, SAMR is responsible for supervising and guiding the investigation and treatment of Internet food safety violations nationwide, and local market regulatory departments at or above the county level are responsible for their administrative areas Internal network food safety violations investigation.
Loyal to the best elements of local designs and cultures, Atour S is committed to setting the standard for a fully upgraded customer experience for any discerning travelers, with more spacious and meticulously designed rooms and top-quality amenities.
Loyal to the best elements of local designs and cultures, Atour S is committed to setting the standard for a fully upgraded user experience for any discerning travelers, with more spacious and well designed rooms and top-quality amenities.
Through extensive industry knowledge and operating know-how, we have distilled 17 touchpoints where guests are expected to have the most meaningful interactions with us — from the moment when they make their initial bookings through our mobile app, Weixin mini-program or third-party platforms, to their check-ins at our hotels, from their calls for room services to seeing them off at the end of their stays.
Through extensive industry knowledge and operating know-how, we have distilled as many as 21 touchpoints where guests are expected to have the most meaningful interactions with us — from the moment when they make their initial bookings through Atour’s mobile app, mini-programs or third-party platforms, to guests’ check-ins at our hotels, from their calls for room services to seeing them off at the end of their stays.
Building on this experience, our management team has developed a robust operational platform for our nationwide operations, implemented a rigorous budgeting process, and utilized our real-time information systems to monitor our hotel performance. We believe these systems are critical in maximizing our revenues and profitability. The following are some of the key components of our hotel management infrastructure: Budgeting.
Building on this experience, our management team has developed a robust operational platform for our nationwide operations, implemented a rigorous budgeting process, and utilized our real-time information systems to monitor our hotel performance. We believe these systems are critical in maximizing our revenues and profitability.
Regulations on Consumer Protection In October 1993, the SCNPC promulgated the Law of the PRC on the Protection of the Rights and Interests of Consumers, or the Consumer Protection Law, which became effective on January 1, 1994 and was amended on March 15, 2014.
Regulations on Consumer Protection In October 1993, the SCNPC promulgated the Law of the PRC on the Protection of the Rights and Interests of Consumers, or the Consumer Protection Law, which became effective on January 1, 1994 and was amended on October 25, 2013.
The principal regulations governing foreign ownership of hotel businesses in the PRC are the Special Administrative Measures (Negative List) for the Access of Foreign Investment (Edition 2024) issued on September 6, 2024, which became effective on November 1, 2024 and the Industry Guidelines on Encouraged Foreign Investment (Edition 2022) issued on October 26, 2022, which became effective as of January 1, 2023, both of which were promulgated by the PRC Ministry of Commerce, or the MOFCOM, and the National Development and Reform Commission, or the NRDC.
The principal regulations governing foreign ownership of hotel businesses in the PRC are the Special Administrative Measures (Negative List) for the Access of Foreign Investment (Edition 2024) issued on September 6, 2024, which became effective on November 1, 2024 and the Industry Guidelines on Encouraged Foreign Investment (Edition 2025) issued on December 15, 2025, which became effective as of February 1, 2026, both of which were promulgated by the PRC Ministry of Commerce, or the MOFCOM, and the National Development and Reform Commission, or the NRDC.
Guest rooms typically have an area of 27 to 35 square meters, and public areas typically range from 650 to 1,000 square meters, considerably more spacious than those in a traditional Atour Hotel. As of December 31, 2024, we had 83 Atour S Hotels with a total of 11,684 guest rooms.
Guest rooms typically have an area of 27 to 35 square meters, and public areas typically range from 650 to 1,000 square meters, considerably more spacious than those in a traditional Atour Hotel. As of December 31, 2025, we had 89 Atour S Hotels with a total of 12,261 guest rooms.
Our Atour mini-program and mobile app serve as a digital touchpoint, enhancing CRS functionality, streamlining the check-in experience, and strengthening member engagement and retention. Through the app, guests can request in-room amenities, enjoying a contact-free and efficient experience, along with access to the A-PLUS personalized service.
Atour Mobile App and Mini-programs Our self-developed Atour mobile app and mini-programs serve as a digital channel, enhancing CRS functionality, streamlining the check-in experience, and strengthening member engagement and retention. Through the app, guests can request in-room amenities, enjoying a contact-free and efficient experience, along with access to the APLUS personalized service.
After check-out, it manages member profile data, corporate account handling, and detailed financial reporting. We believe our PMS enables our management to more effectively assess the performance of our hotels in a timely manner, efficiently allocate resources, and identify and refine specific market and sales targets. Material requirements planning system (MRPS).
After check-out, it manages guest profile data, corporate account handling, and detailed financial reporting. The PMS enables us to more effectively assess the performance of our hotels in a timely manner, efficiently allocate resources, and identify and refine specific market and sales targets.
See “Item 5. Operating and Financial Review and Prospects-5.A. Operating Results-Taxation-PRC” for more details. In August 2024, we announced a three-year annual dividend policy, under which we plan to declare and distribute dividends with an aggregate amount of no less than 50% of our net income for the preceding financial year in each of the three financial years commencing 2024.
In August 2024, we announced a three-year annual dividend policy, under which we plan to declare and distribute dividends with an aggregate amount of no less than 50% of our net income for the preceding financial year in each of the three financial years commencing 2024.
Transfer of Funds and Other Assets through Our Organization We are a holding company with no business operations of our own. We conduct all of our operations through our subsidiaries in China, in particular, Atour Shanghai, Shanghai Rongduo, and their respective subsidiaries, and a substantial portion of our assets are located in China.
Transfer of Funds and Other Assets through Our Organization We are a holding company with no business operations of our own. We conduct all of our operations through our indirectly owned subsidiaries in China, and a substantial portion of our assets are located in China.
We first introduced the Atour X brand in September 2020. As of December 31, 2024, it could be found in 66 cities across China, with an ADR of RMB435.0 in 2024. We keep the flavorful and diversified design of the existing hotel properties, while applying our uniform service standards to ensure service quality and consistency.
As of December 31, 2025, it could be found in 66 cities across China, with an ADR of RMB427.0 in 2025. We keep the flavorful and diversified design of the existing hotel properties, while applying our uniform service standards to ensure service quality and consistency.
Business Overview We are the largest upper midscale hotel chain in China in terms of room number as of the end of 2024, according to Frost & Sullivan.
We were the largest upper midscale hotel chain in China in terms of room number as of the end of 2025, according to Frost & Sullivan.
Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund from 2022 to 2024. The restricted amounts of our PRC subsidiaries totaled RMB126.3 million and RMB286.7 million (US$39.3 million) as of December 31, 2023 and 2024, respectively. See “Item 4. Information on The Company-4.B.
Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund from 2023 to 2025. The PRC reserve fund of our PRC subsidiaries totaled RMB286.7 million and RMB 375.5 million (US$53.7 million) as of December 31, 2024 and 2025, respectively. See “Item 4. Information on The Company — 4.B.
Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year.
We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year.
Atour Hotel At the heart of our hotel network is Atour Hotel, a timeless classic that we proudly call the Atour flagship brand. Atour Hotel represents an upper midscale hotel brand, designed for quality-conscious travelers who seek layers of customer experience that mixes comfort with a stylish vibe.
Upper Midscale Brands Atour Hotel At the heart of our hotel network is Atour Hotel, an upper midscale hotel brand designed for quality-conscious travelers who seek layers of user experience that mixes comfort with a stylish vibe.
This law also absorbed and restated the principles and requirements mentioned in the aforesaid decision and order, and further provides that, where an individual finds any network operator collects or uses his or her personal information in violation of the provisions of any law, regulation or the agreement of both parties, the individual shall be entitled to request the network operator to delete his or her personal information; if the individual finds that his or her personal information collected or stored by the network operator has any error, he or she shall be entitled to request the network operator to make corrections, and the network operator shall take measures to do so.
The Cybersecurity Law of the PRC promulgated in November 2016 by SCNPC and last amended on October 28, 2025 and came into effect on January 1, 2026 absorbed and restated the principles and requirements mentioned in the aforesaid decision and order, and further provides that, where an individual finds any network operator collects or uses his or her personal information in violation of the provisions of any law, regulation or the agreement of both parties, the individual shall be entitled to request the network operator to delete his or her personal information; if the individual finds that his or her personal information collected or stored by the network operator has any error, he or she shall be entitled to request the network operator to make corrections, and the network operator shall take measures to do so.
The final Cybersecurity Review Measures provide that the purchase of network products and services by a “critical information infrastructure operator” (the “ CIIO ”) and the data processing activities of a “network platform operator” that affect or may affect national security shall be subject to the cybersecurity review.
The final Cybersecurity Review Measures provide that the purchase of network products and services by a “critical information infrastructure operator” (the “CIIO”) and the data processing activities of a “network platform operator” that affect or may affect national security shall be subject to the cybersecurity review. 77 Table of Contents Where the purchase of network products and services by a CIIO affects or may affect national security, the CIIO shall notify the Cybersecurity Review Office, which is under the CAC, and a cybersecurity review shall be conducted pursuant to the Cybersecurity Review Measures.
Regulations on Taxation According to the Enterprise Income Tax Law of the PRC, or the EIT Law, which was promulgated on March 16, 2007, and came into effect on January 1, 2008 and was amended by the SCNPC on February 24, 2017 and December 29, 2018, and the Implementation Regulations on the Enterprise Income Tax Law, which was promulgated by the State Council on December 6, 2007 and came into effect on January 1, 2008, and was amended by the State Council on December 6, 2024 and came into effect on January 20, 2025, a uniform income tax rate of 25% will be applied to domestic enterprises, foreign-invested enterprises.
If a patent is found to have been infringed, the infringer must, in accordance with relevant regulations, cease such infringement, take remedial action and pay damages. 71 Table of Contents Regulations on Taxation According to the Enterprise Income Tax Law of the PRC, or the EIT Law, which was promulgated on March 16, 2007, and came into effect on January 1, 2008 and was amended by the SCNPC on February 24, 2017 and December 29, 2018, and the Implementation Regulations on the Enterprise Income Tax Law, which was promulgated by the State Council on December 6, 2007 and came into effect on January 1, 2008, and was amended by the State Council on December 6, 2024 and came into effect on January 20, 2025, a uniform income tax rate of 25% will be applied to domestic enterprises, foreign-invested enterprises.
Since then, its network had been expanded to cover 29 cities across China as of December 31, 2024, mainly located in premium commercial districts in the downtown areas in Tier 1, New Tier 1 and Tier 2 cities in China, with an ADR of RMB568.0 in 2024.
Since then, its network had been expanded to cover 32 cities across China as of December 31, 2025, mainly located in premium commercial districts in the downtown areas in top-tier cities in China, with an ADR of RMB530.8 in 2025.
However, according to the Notice on the Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which was promulgated by the State Administration of Taxation or the SAT on February 20, 2009 and which came into effect on the same date, if the relevant PRC tax authorities determine, in their discretion, that a company benefits unjustifiably from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties, issued by the SAT on February 3, 2018 and effective on April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner,” and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. 67 Table of Contents The Provisional Regulations on Value-added Tax, which was promulgated on December 13, 1993, came into effect on January 1, 1994, and last amended on November 19, 2017, and the Detailed Implementing Rules of the Provisional Regulations on Value-added Tax, which was promulgated on December 25, 1993 and came into effective on the same date, and was amended on December 15, 2008 and October 28, 2011, came into effect on November 1, 2011 set out that all taxpayers selling goods or providing processing, repairing or replacement services, sales of services, intangible assets and immovable assets and importing goods in China shall pay a value-added tax.
However, according to the Notice on the Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which was promulgated by the State Administration of Taxation or the SAT on February 20, 2009 and which came into effect on the same date, if the relevant PRC tax authorities determine, in their discretion, that a company benefits unjustifiably from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties, issued by the SAT on February 3, 2018 and effective on April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner,” and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement.
On November 27, 2023, the General Administration of Quality Supervision, Inspection and Quarantine and Standardization Administration approved and issued Classification and Accreditation for Star-rated Tourist Hotels (GB/T14308-2023), which became effective on March 1, 2024.
On November 27, 2023, the General Administration of Quality Supervision, Inspection and Quarantine and Standardization Administration approved and issued Classification and Accreditation for Star-rated Tourist Hotels (GB/T14308-2023), which became effective on March 1, 2024. Under Classification and Accreditation for Star-rated Tourist Hotels, all hotels with operations of over one year are eligible to apply for a star rating assessment.
All our leased properties are located in the PRC, and we do not own any real property. We believe that our current facilities are adequate to meet our current needs. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
The gross floor area of our leased properties for commercial uses reaches up to 230,779.2 square meters. All our leased properties are located in the PRC, and we do not own any real property. We believe that our current facilities are adequate to meet our current needs. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Every morning, our hotel staff also have a couple of on-the-go breakfast packed and kept at the front desk so that guests who need to catch an early flight still get to enjoy their breakfast on the way to the airport.
In the early morning, the hotel staff also have a couple of on-the-go breakfast packed and kept at the front desk so that guests who need to catch an early flight still get to enjoy their breakfast on the way to the airport. 49 Table of Contents Our 21 well-defined touchpoints underpin a standardized framework that ensures consistent guest experience.
We are responsible for recruiting, training and supervising the hotel managers and employees, paying for leases and costs associated with construction and renovation of these hotels, and purchasing all supplies and other required equipment. Sales and Marketing Our marketing strategy is designed to enhance our brand recognition and strengthen customer loyalty.
We are responsible for recruiting, training and supervising the hotel managers and employees, paying for leases and costs associated with construction and renovation of these hotels, and purchasing all supplies and other required equipment.
However, the Circular 19 and the Circular on Reforming and Regulating the Management Policies on the Settlement of Capital Projects continues to prohibit foreign-invested enterprises from, among other things, using RMB fund converted from its foreign exchange capitals for expenditure beyond its business scope, investment and financing in securities and other investments except for bank’s principal-secured products, providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. 68 Table of Contents On October 23, 2019, the SAFE promulgated the Circular on Further Promoting the Facilitation of Cross-border Trade and Investment, which was replaced by the Circular on Further Deepening the Reform to Promote the Facilitation Cross-border Trade and Investment as of December 4, 2023 (“Circular 28”).
However, the Circular 19 and the Circular on Reforming and Regulating the Management Policies on the Settlement of Capital Projects continues to prohibit foreign-invested enterprises from, among other things, using RMB fund converted from its foreign exchange capitals for expenditure beyond its business scope, investment and financing in securities and other investments except for bank’s principal-secured products, providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use.
We believe that (i) our position as a multi-branded manager and franchisor of hotels, combined with our growing presence in the lifestyle retail space, helps us succeed as one of the largest and most innovative hospitality companies in China, and (ii) our retail business is positioned favorably in market competition as a result of our strong market research, product development, supply chain management, marketing and customer service capabilities.
We believe that (i) our position as a multi-branded manager and franchisor of hotels, combined with our growing presence in the retail industry, helps us succeed as one of the largest and most innovative hospitality companies in China, (ii) our retail business is positioned favorably in market competition as a result of our strong market research, product development, supply chain management, marketing and customer service capabilities, and (iii) our ability to integrate retail into our hotel experience — allowing guests to try and purchase products in an immersive setting — provides us with a unique advantage over traditional retail brands.
Our properties and brands compete with other hotels, resorts, motels and inns in their respective geographic markets or customer segments, including facilities owned by local interests, individuals, national and international chains, institutions, and investment and pension funds.
Particularly, our properties and brands compete with other hotels, resorts, motels and inns in their respective geographic markets or customer segments, including facilities owned by local interests, individuals, national and international chains, institutions, and investment and pension funds. We also compete in China’s sleep-related home textile market, the largest sector of the sleep-related product retail industry.
The software copyright owner may authorize others to exercise that copyright and is entitled to receive remuneration. 66 Table of Contents Both the Trademark Law of the PRC adopted by the SCNPC on August 23, 1982 and last amended on November 1, 2019, and the Implementation Regulation of the Trademark Law of the PRC adopted by the State Council on August 3, 2002 and revised on April 29, 2014 give protection to the holders of registered trademarks and trade names.
Both the Trademark Law of the PRC adopted by the SCNPC on August 23, 1982 and last amended on April 23, 2019, and the Implementation Regulation of the Trademark Law of the PRC adopted by the State Council on August 3, 2002 and revised on April 29, 2014 give protection to the holders of registered trademarks and trade names.
These liabilities include ceasing infringement, restoring the consumer’s reputation, eliminating the adverse effects suffered by the consumer, and offering an apology and compensation for any losses incurred.
Business operators may be subject to civil liabilities for failing to fulfill the obligations discussed above. These liabilities include ceasing infringement, restoring the consumer’s reputation, eliminating the adverse effects suffered by the consumer, and offering an apology and compensation for any losses incurred.
Regulations on Merger and Acquisition and Overseas Listing On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
Enterprises that have not completed examination and registration formalities are not allowed to borrow foreign debts. 75 Table of Contents Regulations on Merger and Acquisition and Overseas Listing On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009.
In addition, our CRS comes with an embedded business intelligence module, which allows our hotel staff to monitor and analyze the core operational metrics and make well-informed business decisions in time. In 2024, approximately 63.0% of our room-nights were sold through our central reservation system.
In addition, the CRS comes with an embedded business intelligence module, which allows hotel staff to monitor and analyze the core operational metrics and make well-informed business decisions in time.
In addition, we may be subject to claims that we have infringed the intellectual property rights of others. See “Item 3. Key Information-3.D.
Our intellectual property is subject to risks of theft and other unauthorized use, and our ability to protect our intellectual property from unauthorized use is limited. In addition, we may be subject to claims that we have infringed the intellectual property rights of others. See “Item 3. Key Information — 3.D.
In 2024, we launched the “Yuan Meng Project” in partnership with a nonprofit organization to help protect the critically endangered Skywalker Hoolock Gibbon. We are calling on the public to join us in safeguarding this endangered species through a series of campaigns, leveraging our brand influence to encourage greater participation in biodiversity conservation.
We are calling on the public to join us in safeguarding this endangered species through a series of campaigns, leveraging our brand influence to encourage greater participation in biodiversity conservation.
The software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department.
The software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department. The software copyright owner may authorize others to exercise that copyright and is entitled to receive remuneration.
As of the same date, we also had 110 Atour Light Hotels under development with a total of 10,128 guest rooms. 52 Table of Contents Atour X Hotel Atour X Hotel is our upper midscale hotel brand, created by converting existing boutique hotel properties on the market into “Atour” hotels adhering to the same standards of services and offerings, while maintaining its original design elements.
Atour X Hotel Atour X Hotel is our upper midscale hotel brand, created by converting existing boutique hotel properties on the market into “Atour” hotels adhering to the same standards of services and offerings, while maintaining its original design elements.
For example, each of our hotel staff is granted a budget each month that they may utilize in their discretion to help the guests with their unique requests, be it buying medicine for the guests or accompanying them to the hospital.
For example, each of our hotel staff is granted a budget each month that they may utilize in their discretion to help the guests with their unique requests, such as buying medicine for the guests or accompanying them to the hospital. Meanwhile, we take our guests’ reviews and feedback seriously, especially those helping us better understand our guests.
A company may discontinue the contribution when the aggregate sum of the statutory surplus reserve is more than 50% of its registered capital. 69 Table of Contents Regulations on Offshore Financing On October 21, 2005, the SAFE issued Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or Circular 75, which became effective as of November 1, 2005.
Regulations on Offshore Financing On October 21, 2005, the SAFE issued Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or Circular 75, which became effective as of November 1, 2005.
Guided by our “Warmth Aesthetics” philosophy, these rooms are thoughtfully designed with a focus on comfort and functionality. The public areas in an Atour Hotel typically range from 450 to 560 square meters and include standard amenities, including on-premise restaurants offering local breakfast, a laundry room, and a fitness center.
The public areas in an Atour Hotel typically range from 450 to 560 square meters and include standard amenities for all hotels, including on-premise restaurants offering local breakfast, a laundry room, and a fitness center.
This effectively allows us to manage inventories, prices and reservations instantly across all major channels. The real-time inventory management module of the system improves the efficiency of reservations, enhances customer satisfaction and maximizes our profitability.
Our CRS is fully integrated with all of our booking channels, including mobile app, mini programs, third-party platforms and other reservation partners. This effectively allows us to manage room inventories, prices and reservations instantly across all major channels. The real-time inventory management module of the system improves the efficiency of reservations, enhances customer satisfaction and maximizes profitability.
The exact dividend amount will be determined at the Board’s discretion, based on its assessment of the Company’s actual and projected results of operations, financial and cash position, capital requirements and other relevant factors. In August 2024, our board of directors declared a cash dividend of US$0.15 per ordinary share, or US$0.45 per ADS.
The exact dividend amount will be determined at the Board’s discretion, based on its assessment of the Company’s actual and projected results of operations, financial and cash position, capital requirements and other relevant factors.
According to the provisions, if a network service provider wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides.
The requirements under this order are stricter and wider compared to the above decision issued by the National People’s Congress. According to the provisions, if a network service provider wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides.
In November 2022, we completed an initial public offering in which we offered and sold an aggregate of 16,387,500 Class A ordinary shares in the form of ADSs. On November 11, 2022, the ADSs representing our Class A ordinary shares commenced trading on Nasdaq under the symbol “ATAT.” Shanghai Rongduo was established in 2022.
In November 2022, we completed an initial public offering in which we offered and sold an aggregate of 16,387,500 Class A ordinary shares in the form of ADSs.
Our principal competitors for the hotel business include other branded and independent hotel operating companies, national and international hotel brands and ownership companies. Our principal competitors for the retail business include other retailers of the products that we are offering, such as home textile retailers.
Our principal competitors for the retail business include other retailers of the sleep-related products that we are offering, such as home textile retailers.
For the purpose of these Measures, the term “foreign investment” refers to the investment activities carried out by foreign investors directly or indirectly within the territory of the PRC, including the following circumstances: ● where foreign investors invest, solely or jointly with other investors, in new projects or establishing enterprises in the PRC; ● where foreign investors acquire equity or assets of domestic enterprises by way of merger and acquisition; or ● where foreign investors make investments in the PRC in any other form. 71 Table of Contents Regulation on Information Protection on Networks On December 28, 2012, the SCNPC issued Decision of the Standing Committee of the National People’s Congress on Strengthening Information Protection on Networks, pursuant to which network service providers and other enterprises and institutions shall, when gathering and using electronic personal information of citizens in business activities, publish their collection and use rules and adhere to the principles of legality, rationality and necessarily, explicitly state the purposes, manners and scopes of collecting and using information, and obtain the consent of those from whom information is collected, and shall not collect and use information in violation of laws and regulations and the agreement between both sides; and the network service providers and other enterprises and institutions and their personnel must strictly keep such information confidential and may not divulge, alter, damage, sell, or illegally provide others with such information.
Regulation on Information Protection on Networks On December 28, 2012, the SCNPC issued Decision of the Standing Committee of the National People’s Congress on Strengthening Information Protection on Networks, pursuant to which network service providers and other enterprises and institutions shall, when gathering and using electronic personal information of citizens in business activities, publish their collection and use rules and adhere to the principles of legality, rationality and necessarily, explicitly state the purposes, manners and scopes of collecting and using information, and obtain the consent of those from whom information is collected, and shall not collect and use information in violation of laws and regulations and the agreement between both sides; and the network service providers and other enterprises and institutions and their personnel must strictly keep such information confidential and may not divulge, alter, damage, sell, or illegally provide others with such information. 76 Table of Contents On July 16, 2013, the MIIT, issued the Provisions on the Protection of Personal Information of Telecommunication and Internet User, which was effective on September 1, 2013.
According to the Announcement on Policies for Deepening the Value-added Tax Reform issued by the Ministry of Finance, the SAT and the General Administration of Customs on March 20, 2019 and became effective on April 1, 2019, the value added tax rate was reduced to 13% and 9%, respectively.
According to the Announcement on Policies for Deepening the Value-added Tax Reform issued by the Ministry of Finance, the SAT and the General Administration of Customs on March 20, 2019 and became effective on April 1, 2019, the value added tax rate was reduced to 13% and 9%, respectively. 72 Table of Contents Regulations on Offline Distribution of Publications On January 2, 1997, the State Council of the PRC promulgated the Administrative Regulations on Publishing which was last amended on December 6, 2024.
Risk Factors—Risks Related to Our Business and Industry—We have limited insurance coverage.” 61 Table of Contents Regulations This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.
Risk Factors — Risks Related to Our Business and Industry — We have limited insurance coverage.” Regulation This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China. 66 Table of Contents The hospitality industry in China is subject to a number of laws and regulations, including laws and regulations relating specifically to hotel operation and management and commercial franchising, as well as those relating to environmental and consumer protection.
It offers the same inspiring experience of a standard Atour Hotel, only better. We first introduced the Atour S brand in 2016.
Atour S Hotel We position Atour S as an upscale hotel brand that primarily serves high-end business and leisure travelers. It offers the same inspiring experience of a standard Atour Hotel, only better. We first introduced the Atour S brand in 2016.
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is located at 122 East 42nd Street, 18th Floor, New York, NY 10168. We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
Our registered office in the Cayman Islands is located at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
According to the Environmental Protection Law of the PRC promulgated by the SCNPC on December 26, 1989 and last amended on April 24, 2014, the Environmental Impact Assessment Law of the PRC promulgated by the SCNPC on October 28, 2002 and last amended on December 29, 2018, and the Administrative Regulations on Environmental Protection for Construction Projects promulgated by the State Council on November 29, 1998 and amended on July 16, 2017 and came into effect on October 1, 2017, hotels located in environmental sensitive areas shall submit a Report Form on Environmental Impact Assessment to competent environmental protection authorities for approvals before commencing the construction.
Regulations on Environmental Protection In February 2012, the SCNPC issued the newly amended Law of the PRC on Promoting Clean Production, which regulates service enterprises such as restaurants, entertainment establishments and hotels and requires them to use technologies and equipment that conserve energy and water, serve other environmental protection purposes, and reduce or stop the use of consumer goods that waste resources or pollute the environment. 69 Table of Contents According to the Environmental Protection Law of the PRC promulgated by the SCNPC on December 26, 1989 and last amended on April 24, 2014, the Environmental Impact Assessment Law of the PRC promulgated by the SCNPC on October 28, 2002 and last amended on December 29, 2018, and the Administrative Regulations on Environmental Protection for Construction Projects promulgated by the State Council on November 29, 1998 and amended on July 16, 2017 and came into effect on October 1, 2017, hotels located in environmental sensitive areas shall submit a Report Form on Environmental Impact Assessment to competent environmental protection authorities for approvals before commencing the construction.
Beyond this inspiration, we recognized the potential of Yaduo ’s tea plantation and committed to uplifting the village. In 2018, we partnered with the local government to establish a dedicated tea farmers’ cooperative and pioneered a “Tea Farmer + Cooperative + Enterprise” business model to address tea sales challenges.
Our management team returned to Yaduo Village in 2017 and decided to uplift the village via the development of the tea industry. In 2018, we partnered with the local government to establish a dedicated tea farmers’ cooperative and pioneered a “Tea Farmer + Cooperative + Enterprise” business model to address tea sales challenges.
The provisions state, in broad terms, that violators may face warnings, fines, public exposure and, criminal liability whereas the case constitutes a crime. On June 1, 2017, the Cybersecurity Law of the PRC promulgated in November 2016 by SCNPC became effective.
The provisions state, in broad terms, that violators may face warnings, fines, public exposure and, criminal liability whereas the case constitutes a crime.
Atour Holding (SG) Private Limited was incorporated in Singapore on March 12, 2025. In connection with the restructuring for our initial public offering, Atour Lifestyle Holdings Limited acquired 100% of the equity interest in Atour Hong Kong, and Atour Hong Kong owns 100% of the equity interest in Atour Shanghai, which controls all of our business operations within the PRC.
In connection with the restructuring for our initial public offering, Atour Lifestyle Holdings Limited acquired 100% of the equity interest in Atour Hong Kong, and Atour Hong Kong owns 100% of the equity interest in Atour Shanghai.
Through our hotel network, loyalty program and data and technology capabilities, we have been tirelessly exploring new possible ways to set the new trends for China’s hospitality industry and expand our offerings beyond our hotels. We distinguish ourselves from our peers in the following aspects: ● Hotel network with a distinct portfolio of lifestyle brands.
Through our constantly expanding and iterating hotel network, loyalty program and data and technology capabilities, we have been tirelessly exploring new possible ways to set the new trends for China’s hospitality industry and expand our offerings beyond hotels. We mainly use a “manachise model” to expand our hotel network in a less capital-intensive manner.
In 2022, 2023 and 2024, we did not transfer any cash proceeds to any of our PRC subsidiaries. In the future, cash proceeds raised from overseas financing activities, may be transferred by us through Atour Hong Kong to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be.
In the future, cash proceeds raised from overseas financing activities may be transferred by us through our Hong Kong subsidiaries to their respective PRC subsidiaries via capital contribution and shareholder loans, as the case may be. Subsequently, these PRC subsidiaries will transfer funds to their own subsidiaries to meet the capital needs of our business operations. 4.D.
As of December 31, 2024, we had 1,593 manachised hotels. We also develop and operate leased hotels to increase our brand influence and set successful examples for our franchisee partners. As of the same date, we had 26 leased hotels. We primarily focus on Tier 1, New Tier 1 and Tier 2 cities in China.
We also develop and operate leased hotels to increase our brand influence and set successful examples for our franchisee partners. As of December 31, 2025, we had 1,996 manachised hotels and 19 leased hotels.
With the debut of the first Atour Hotel in Xi’an in 2013, today our flagship brand spanned 202 cities across China as of December 31, 2024, mainly located in Tier 1, New Tier 1 and Tier 2 cities and premium commercial districts in the downtown areas of lower-tier cities in China, with an ADR of RMB428.2 in 2024.
With the debut of the first Atour Hotel in Xi’an in 2013, today the brand spanned 224 cities across China as of December 31, 2025, mainly located in key commercial areas in top-tier cities in China, with an ADR of RMB424.4 in 2025.
As of December 31, 2024, we had 170 Atour X Hotels with a total of 18,138 guest rooms. As of the same date, we also had 24 Atour X Hotels under development with a total of 2,629 guest rooms. A.T. House A.T.
As of December 31, 2025, we had 181 Atour X Hotels with a total of 19,229 guest rooms. As of the same date, we also had seven Atour X Hotels under development with a total of 818 guest rooms.
Under Circular 37, failure to comply with the foreign exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including restrictions on the payment of dividends and other distributions to its offshore parent company and the capital inflow from the offshore entity, and may also subject the relevant PRC residents and onshore company to penalties under the PRC foreign exchange administration regulations. 70 Table of Contents On January 5, 2023, the National Development and Reform Commission issued the Administrative Measures for Examination and Registration of Medium and Long-term Foreign Debts of Enterprises, which came into effect on February 10, 2023 and replaced the Circular of the National Development and Reform Commission on Promoting the Administrative Reform of the Record-filing and Registration System for the Issuance of Foreign Debts by Enterprises.
Under Circular 37, failure to comply with the foreign exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including restrictions on the payment of dividends and other distributions to its offshore parent company and the capital inflow from the offshore entity, and may also subject the relevant PRC residents and onshore company to penalties under the PRC foreign exchange administration regulations.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Our operating costs and expenses consist of hotel operating costs, retail costs, other operating costs, selling and marketing expenses, general and administrative expenses and technology and development expenses.
Operating Costs and Expenses Our operating costs and expenses consist of hotel operating costs, retail costs, other operating costs, selling and marketing expenses, general and administrative expenses and technology and development expenses.
For the purposes of impairment testing of long-lived assets of leased hotel, we have concluded that an individual hotel is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Impairment of long-lived assets For the purposes of impairment testing of long-lived assets of leased hotel, we have concluded that an individual hotel is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 4.
Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulation of currency conversion may restrict or delay us from using the proceeds of our initial public offering to make loans or additional capital contributions to our PRC subsidiaries, which could adversely affect our liquidity and our ability to fund and expand our business” and “Item 4.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial condition. 5.E.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
Pursuant to the Arrangement between Chinese Mainland and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
Our general and administrative expenses consist primarily of compensation and benefits for our corporate and regional office and other relevant employees, travel and communication expenses of our general and administrative staff, costs of third-party professional services, allowance expenses for doubtful accounts and office expenses for corporate and regional offices including depreciation and amortization expense of office equipment. ● Technology and development expenses.
Our general and administrative expenses consist primarily of compensation and benefits for our corporate and regional office and other relevant employees, travel and communication expenses of our general and administrative staff, costs of third-party professional services, allowance expenses for doubtful accounts and office expenses for corporate and regional offices including depreciation and amortization expense of office equipment.
Specific Factors Affecting Our Results of Operations While our business is affected by factors relating to general economic conditions and the hospitality industry in China, we believe that our results of operations are also affected by company-specific factors, including, among others: ● The total number of hotels and hotel rooms in our hotel network.
Specific Factors Affecting Our Results of Operations While our business is affected by factors relating to general economic conditions and the hospitality and retail industries in China, we believe that our results of operations are also affected by company-specific factors, including, among others: ● The total number of hotels and hotel rooms in our hotel network.
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.
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. 91 Table of Contents A reconciliation of net income which is the most directly comparable the U.S.
Besides the revenues discussed above, we also generate a growing portion of revenues from our other business as we continue to diversify our monetization methods and drive customer spending, primarily including our membership business.
Besides the revenues discussed above, we generate a minor portion of revenues from our other business as we continue to diversify our monetization methods and drive customer spending, primarily including our membership business.
Our net cash used in financing activities increased from RMB146.9 in 2023 to RMB426.6 million (US$58.4 million) in 2024, which was attributable to our cash dividend payment and repayment of borrowings net off by the proceeds from employee stock option exercise.
Our net cash used in financing activities increased from RMB146.9 million in 2023 to RMB426.6 million in 2024, which was attributable to the increase in our cash dividend payment and decrease in proceeds from employee stock option exercise net off by the decrease in repayment of borrowings.
After a manachised hotel opens, we generally charge the franchisee a monthly franchise and management fee of 6% to 8% of the gross revenues generated by each manachised hotel depending on the hotel brand.
After a manachised hotel opens, we generally charge the franchisee a monthly franchise and management fee of 5% to 8% of the gross revenues generated by each manachised hotel depending on the hotel brand and discretionary adjustments.
As we continue to scale our presence by leveraging our strong brand reputation, the total number of our hotels increased from 932 as of December 31, 2022 to 1,210 as of December 31, 2023, and further to 1,619 as of December 31, 2024.
As we continue to scale our presence by leveraging our strong brand reputation, the total number of our hotels increased from 1,210 as of December 31, 2023 to 1,619 as of December 31, 2024, and further to 2,015 as of December 31, 2025.
Operating Results —Results of Operations—Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” of our annual report on Form 20-F for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission on April 28, 2024. Non-GAAP Financial Measures To supplement our audited consolidated financial results presented in accordance with U.S.
Operating Results — Results of Operations — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” of our annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on April 25, 2025. Non-GAAP Financial Measures To supplement our consolidated financial results presented in accordance with the U.S.
Operating Results Key Factors Affecting Our Results of Operations General Factors Affecting Our Results of Operations Our results of operations are subject to general economic conditions and conditions affecting the hospitality industry in general, which include, among others: ● Changes in the national, regional or local economic conditions in China.
Operating Results Key Factors Affecting Our Results of Operations General Factors Affecting Our Results of Operations Our results of operations are subject to general economic conditions and conditions affecting the industries we operate in general, which include, among others: ● Changes in the national, regional or local economic conditions in China.
Our technology and development expenses consist of (i) staff costs incurred for the self-developed hotel operation, reservation systems and other systems related to sales of hotel supplies and retail business, (ii) servers and cloud infrastructure costs, (iii) retail products development costs, (iv) other expenses related to technology and development functions. Taxation Cayman Islands We were incorporated in the Cayman Islands.
Technology and development expenses . Our technology and development expenses consist of (i) staff costs incurred for the self-developed hotel operation, reservation systems and other systems related to sales of hotel supplies and retail business, (ii) servers and cloud infrastructure costs, (iii) retail products development costs, (iv) other expenses related to technology and development functions.
Investing Activities Our cash used in investing activities is primarily related to our leasehold improvements and purchase of equipment and fixtures used in leased hotels, and investment in short-term financial products offered by PRC commercial banks.
Investing Activities Our cash used in investing activities is primarily related to our leasehold improvements and purchase of equipment and fixtures used in leased hotels, and investment in short-term financial products.
As of December 31, 2024, we had RMB3,618.5 million (US$495.7 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.
As of December 31, 2025, we had RMB3,303.9 million (US$472.5 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.
The fair values of long-lived assets of leased hotels are primarily reflect the price market participant would pay to sub-lease the operating lease right of use assets and acquire the remaining property and equipment assets, which representing the highest and best use of these assets.
The fair values of these assets primarily reflect the price a market participant would pay to sub-lease the operating lease right-of-use assets and acquire the remaining property and equipment, representing the highest and best use of these assets.
Inland Revenue Ordinance, our intermediary holding company in Hong Kong is subject to Hong Kong S.A.R. profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong S.A.R.
Inland Revenue Ordinance, our Hong Kong subsidiaries are subject to Hong Kong S.A.R. profits tax at the rate of 16.5% on the taxable income generated from the operations in Hong Kong S.A.R.
See “Item 5. Operating and Financial Review and Prospects-5.A. Operating Results-Taxation-PRC” for more details. In August 2024, we announced a three-year annual dividend policy, under which we plan to declare and distribute dividends with an aggregate amount of no less than 50% of our net income for the preceding financial year in each of the three financial years commencing 2024.
In August 2024, we announced a three-year annual dividend policy, under which we plan to declare and distribute dividends with an aggregate amount of no less than 50% of our net income for the preceding financial year in each of the three financial years commencing 2024.
Under the current laws of the Cayman Islands, we are not subject to income, corporate or capital gains tax in the Cayman Islands. In addition, our payment of dividends, if any, is not subject to withholding tax in the Cayman Islands. Hong Kong Under the current Hong Kong S.A.R.
Taxation Cayman Islands We were incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income, corporate or capital gains tax in the Cayman Islands. In addition, our payment of dividends, if any, is not subject to withholding tax in the Cayman Islands.
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.
As of December 31, 2025, the unutilized credit facilities amounted to RMB530.0 million. 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.
Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund during each period presented. The restricted amounts of our PRC subsidiaries totaled RMB126.3 million and RMB286.7 million (US$39.3 million) as of December 31, 2023 and 2024, respectively. See “Item 4. Information on The Company-4.B.
Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund during each period presented. The PRC reserve fund of our PRC subsidiaries totaled RMB286.7 million and RMB 375.5 million (US$53.7 million) as of December 31, 2024 and 2025, respectively. See “Item 4. Information on The Company-4.B.
Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations. For details about the applicable PRC rules that limit transfer of funds from overseas to our PRC subsidiaries, see “Item 14. Material Modifications to The Rights of Security Holders and Use of Proceeds,” “Item 3. Key Information—3.D.
For details about the applicable PRC rules that limit transfer of funds from overseas to our PRC subsidiaries, see “Item 14. Material Modifications to The Rights of Security Holders and Use of Proceeds,” “Item 3. Key Information — 3.D.
We aim to manage the growth rate of these costs while we increase the revenue of manachised hotels through fast expansion in the number of such hotels. ● Leased hotel operating costs primarily include rental and utility costs for hotel properties, compensation and benefits for our hotel-based employees, costs of hotel room consumable products and depreciation and amortization of leasehold improvements, equipment, fixture and furniture.
Leased hotel operating costs primarily include rental and utility costs for hotel properties, compensation and benefits for our hotel-based employees, costs of hotel room consumable products and depreciation and amortization of leasehold improvements, equipment, fixture and furniture. These costs are relatively fixed. We aim to manage these costs while we increase the revenue of leased hotels.
As a result, whether we can successfully increase the number of hotels and hotel rooms in our hotel chain is largely affected by our ability to franchise additional hotel properties at desirable locations on commercially favorable terms and to maintain the quality of service at our hotels and the value of our brand. ● The fixed-cost nature of our hotel business.
As a result, whether we can successfully increase the number of hotels and hotel rooms in our hotel network is largely affected by our ability to franchise additional hotel properties at desirable locations on commercially favorable terms, as well as to maintain the quality of service, hotel facilities, and guest rooms across our hotels, and to preserve the value of our brand. ● The scale and operational efficiency of our retail business .
In 2022, 2023 and 2024, we generated revenues of RMB95.6 million, RMB148.4 million and RMB199.0 million (US$27.3 million) from other business, respectively, which accounted for 4.2%, 3.2% and 2.7% of our net revenues for the relevant years. Operating Costs and Expenses.
In 2023, 2024 and 2025, we generated revenues of RMB148.4 million, RMB199.0 million and RMB220.0 million (US$31.5 million) from other business, respectively, which accounted for 3.2%, 2.7% and 2.3% of our net revenues for the relevant years.
In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or the PRC GAAP.
If our subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. 94 Table of Contents In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or the PRC GAAP.
Our hotel operating costs account for a substantial majority of our total operating costs and expenses, which consist of costs and expenses directly attributable to the operation of our leased and manachised hotels. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Hotel operating costs ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 801,910 ​ 1,533,326 ​ 2,502,081 ​ 342,784 Leased hotels 591,402 ​ 707,564 ​ 606,077 ​ 83,032 Total hotel operating costs 1,393,312 ​ 2,240,890 ​ 3,108,158 ​ 425,816 ​ ● Manachised hotel operating costs primarily include costs of hotel supplies and other products sold to our manachised hotels as well as compensation and benefits for manachised hotel managers and deputy managers.
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 leased and manachised hotels. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Hotel operating costs ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 1,533,326 ​ 2,502,081 ​ 3,202,206 ​ 457,910 Leased hotels 707,564 ​ 606,077 ​ 514,030 ​ 73,505 Total hotel operating costs 2,240,890 ​ 3,108,158 ​ 3,716,236 ​ 531,415 ​ Manachised hotel operating costs primarily include costs of hotel supplies and other products sold to our manachised hotels as well as compensation and benefits for manachised hotel managers and deputy managers.
A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%.There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates.
A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%.
The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. Shanghai Chengduo Information Technology Co., Ltd. has been accredited as a software enterprise company since 2022.
The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. Our PRC subsidiaries, Shanghai Chengduo Information Technology Co., Ltd. and Shanghai Dongduo Digital Intelligence Technology Co., Ltd., have been accredited as software enterprises since 2022 and 2025, respectively.
Key Performance Indicators We utilize a set of non-financial and financial key performance indicators which our senior management reviews frequently. The review of these indicators facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to react promptly to changing customer demands and market conditions.
The review of these indicators facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to react promptly to changing customer demands and market conditions.
Financing Activities Our financing activities primarily consisted of net proceeds from initial public offering, borrowings from PRC commercial banks and other third parties, proceeds from employee stock option exercise and payment for dividends.
Financing Activities Our financing activities primarily consisted of net proceeds from initial public offering, bank borrowings, proceeds from employee stock option exercise, payment for dividends and payment for share repurchases.
Our capital expenditures were RMB36.4 million, RMB41.7 million and RMB56.2 million (US$7.7 million) in 2022, 2023 and 2024, respectively. 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.
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.
Our franchise and management agreements for our manachised hotels typically run for a fixed term up to 20 years. We generally charge our franchisees an upfront franchise fee at a rate of RMB5,000 to RMB8,000 per room, depending on the brand of the manachised hotel, as well as fees related to pre-opening services, including information system installation service.
We generally charge our franchisees an upfront franchise fee at a rate of approximately RMB4,000 to RMB8,000 per room, depending on the brand of the manachised hotel, discretionary promotion and discount arrangements, as well as fees related to pre-opening services, including information system installation service.
Our selling and marketing expenses consist primarily of advertising and promotion expenses, commissions to travel intermediaries and e-commerce platforms, and compensation and benefits for our sales and marketing personnel. 81 Table of Contents ● General and administrative expenses.
Besides our hotel operating costs and retail costs, we also incur other operating costs. Selling and marketing expenses . Our selling and marketing expenses consist primarily of advertising and promotion expenses, commissions to travel intermediaries and e-commerce platforms, and compensation and benefits for our sales and marketing personnel. General and administrative expenses .
The increase was primarily driven by our ongoing hotel network expansion and the rapid growth of our supply chain business. The total number of our manachised hotels increased from 1,178 as of December 31, 2023 to 1,593 as of December 31, 2024. ● Leased hotels.
The increase was primarily driven by our ongoing hotel network expansion. The total number of our manachised hotels increased from 1,593 as of December 31, 2024 to 1,996 as of December 31, 2025. 89 Table of Contents ● Leased hotels .
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may suffer.” The following table sets forth a summary of our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net cash generated from operating activities 283,677 ​ 1,988,674 ​ 1,725,948 ​ 236,454 Net cash used in investing activities (192,225) ​ (600,521) ​ (520,554) ​ (71,316) Net cash generated from (used in) financing activities 456,310 ​ (146,916) ​ (426,595) ​ (58,443) Net increase in cash and cash equivalents and restricted cash 550,578 ​ 1,251,646 ​ 777,877 ​ 106,569 Cash and cash equivalents and restricted cash at the beginning of the year 1,039,529 ​ 1,590,107 ​ 2,841,753 ​ 389,319 Cash and cash equivalents and restricted cash at the end of the year 1,590,107 ​ 2,841,753 ​ 3,619,630 ​ 495,888 ​ Operating Activities Our net cash generated from operating activities increased from RMB283.7 million in 2022 to RMB1,988.7 million in 2023, 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. 87 Table of Contents Our net cash generated from operating activities increased from RMB1,988.7 million in 2023 to RMB1,725.9 million (US$236.5 million) in 2024, mainly due to the increase in net income, as adjusted by changes in working capital, including primarily the increases in accrued expenses and other payables, deferred revenue and accounts payable.
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may suffer.” 92 Table of Contents The following table sets forth a summary of our cash flows for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Net cash generated from operating activities 1,988,674 ​ 1,725,948 ​ 1,992,822 ​ 284,969 Net cash used in investing activities (600,521) ​ (520,554) ​ (1,332,071) ​ (190,483) Net cash used in financing activities (146,916) ​ (426,595) ​ (924,887) ​ (132,257) Net increase (decrease) in cash and cash equivalents and restricted cash 1,251,646 ​ 777,877 ​ (299,458) ​ (42,822) Cash and cash equivalents and restricted cash at the beginning of the year 1,590,107 ​ 2,841,753 ​ 3,619,630 ​ 517,600 Cash and cash equivalents and restricted cash at the end of the year 2,841,753 ​ 3,619,630 ​ 3,320,172 ​ 474,778 ​ Operating Activities Our net cash generated from operating activities decreased from RMB1,988.7 million in 2023 to RMB1,725.9 million in 2024, mainly due to the increase in net income, as adjusted by changes in working capital, including primarily the decrease in accrued expenses and other payables, deferred revenue and accounts payable.
Since the third quarter of 2023, no hotels have been requisitioned for quarantine needs. The ADR and RevPAR are calculated based on the tax inclusive room rates. (3) Excludes hotel rooms that became unavailable due to temporary hotel closures. ADR and RevPAR are calculated based on tax-inclusive room rates. RevPAR.
Since the third quarter of 2023, no hotels have been requisitioned for quarantine needs. The ADR and RevPAR are calculated based on the tax-inclusive room rates. (2) Excludes hotel rooms that became unavailable due to temporary hotel closures resulting from various reasons, such as room maintenance or temporary suspension of hotel operations due to power outages or other facility-related issues.
It qualifies for the tax holiday during which they are entitled to an exemption from EIT for two years commencing from their first profit-making year of operation and the 50% reduction of EIT for the following three years. The software enterprise qualification is subject to an annual assessment.
They qualify for a tax holiday, which provides an exemption from enterprise income tax (“EIT”) for two years commencing from their first profit-making year, followed by a 50% reduction of EIT for the subsequent three years. The software enterprise qualification is subject to an annual assessment.
Key Components of Results of Operations Our financial key performance indicators consist of our net revenues, operating costs and expenses, EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) which are discussed in more detail in the following paragraphs and in “Item 5. Operating and Financial Review and Prospects-5.A. Operating Results-Non-GAAP Financial Measures.” Net revenues.
The ADR and RevPAR are calculated based on tax-inclusive room rates. 84 Table of Contents Key Components of Results of Operations Our financial key performance indicators consist of our net revenues, operating costs and expenses, EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP) which are discussed in more detail in the following paragraphs and in “Item 5.
Competition in the hospitality industry is generally focused on hotel room rates, quality of accommodations, brand recognitions, convenience of locations, geographic coverages, quality and range of services, other lifestyle offerings and guest amenities. ● Seasonality. The hospitality industry is subject to fluctuations in revenues due to seasonality.
In the retail sector, we face competition from a wide range of home textile brands. Competition in the hospitality industry is generally focused on hotel room rates, quality of accommodations, brand recognitions, convenience of locations, geographic coverages, quality and range of services, other lifestyle offerings and guest amenities.
Interest income. Our interest income consists primarily of interest from our bank deposits. Our interest income increased by 63.7% from RMB29.6 million in 2023 to RMB48.4 million (US$6.6 million) in 2024, due to increased cash at bank in line with our business expansion and revenue growth. Gain from short-term investments.
Our interest income increased by 49.1% from RMB48.4 million in 2024 to RMB72.2 million (US$10.3 million) in 2025, due to increased cash at bank in line with our business expansion and revenue growth. Gain from short-term investments.
Estimates of future cash flows of leased hotels involve highly subjective judgments and can be significantly impacted by changes in the business or economic conditions.
Key assumptions in the undiscounted cash flows include the average daily rates and occupancy rates that are used to estimate the future cashflows of leased hotels. Estimates of future cash flows of leased hotels involve highly subjective judgments and can be significantly impacted by changes in the business or economic conditions.
Our net cash used in investing activities increased from RMB192.2 million in 2022 to RMB600.5 million in 2023, primarily due to purchases of short-term investments for cash management purposes. Our net cash used in investing activities decreased from RMB600.5 million in 2023 to RMB520.6 million (US$71.3 million) in 2024, primarily due to purchases of short-term investments for cash management purposes.
Our net cash used in investing activities decreased from RMB600.5 million in 2023 to RMB520.6 million in 2024, primarily due to the increase in proceeds from maturities of short-term investments.
In 2022, 2023 and 2024, we generated revenues of RMB1,360.8 million, RMB2,705.6 million and RMB4,148.8 million (US$568.4 million) from our manachised hotels, respectively which accounted for 60.1%, 58.0% and 57.3% of our net revenues for the relevant years. As of December 31, 2024, we had 741 manachised hotels under development.
Manachised hotels . In 2023, 2024 and 2025, we generated revenues of RMB2,705.6 million, RMB4,148.8 million and RMB5,308.9 million (US$759.2 million) from our manachised hotels, respectively, which accounted for 58.0%, 57.3% and 54.2% of our net revenues for the relevant years.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.” 83 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations, both in absolute amount and as a percentage of net revenues for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 1,360,843 ​ 60.1 ​ 2,705,609 ​ 58.0 ​ 4,148,752 ​ 568,377 ​ 57.3 Leased hotels 552,929 ​ 24.5 ​ 840,044 ​ 18.0 ​ 701,963 ​ 96,169 ​ 9.7 Retail 253,607 ​ 11.2 ​ 971,931 ​ 20.8 ​ 2,198,198 ​ 301,152 ​ 30.3 Others ​ 95,604 ​ 4.2 ​ 148,383 ​ 3.2 ​ 199,019 ​ 27,265 ​ 2.7 Net revenues 2,262,983 ​ 100.0 ​ 4,665,967 ​ 100.0 ​ 7,247,932 ​ 992,963 ​ 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel operating costs (1,393,312) ​ (61.6) ​ (2,240,890) ​ (47.9) ​ (3,108,158) ​ (425,816) ​ (42.9) Retail costs ​ (151,815) ​ (6.7) ​ (513,326) ​ (11.0) ​ (1,083,709) ​ (148,468) ​ (15.0) Other operating costs (34,870) ​ (1.5) ​ (72,543) ​ (1.6) ​ (44,524) ​ (6,100) ​ (0.6) Selling and marketing expenses (139,929) ​ (6.2) ​ (469,595) ​ (10.1) ​ (972,863) ​ (133,282) ​ (13.4) General and administrative expenses (350,009) ​ (15.5) ​ (451,470) ​ (9.7) ​ (352,590) ​ (48,305) ​ (4.9) Technology and development expenses (66,182) ​ (2.9) ​ (77,288) ​ (1.7) ​ (134,017) ​ (18,360) ​ (1.8) Total operating costs and expenses (2,136,117) ​ (94.4) ​ (3,825,112) ​ (82.0) ​ (5,695,861) ​ (780,331) ​ (78.6) Other operating income, net 38,094 ​ 1.7 ​ 83,179 ​ 1.8 ​ 70,231 ​ 9,622 ​ 1.0 Income from operation 164,960 ​ 7.3 ​ 924,034 ​ 19.8 ​ 1,622,302 ​ 222,254 ​ 22.4 Interest income 14,456 ​ 0.6 ​ 29,569 ​ 0.6 ​ 48,415 ​ 6,633 ​ 0.6 Gain from short-term investments 8,455 ​ 0.4 ​ 34,519 ​ 0.7 ​ 48,943 ​ 6,705 ​ 0.7 Interest expense (6,501) ​ (0.3) ​ (5,005) ​ (0.1) ​ (3,110) ​ (426) ​ (0.0) Other income (expenses), net (814) ​ (0.0) ​ (1,024) ​ (0.0) ​ 2,465 ​ 338 ​ 0.0 Income before income tax 180,556 ​ 8.0 ​ 982,093 ​ 21.0 ​ 1,719,015 ​ 235,504 ​ 23.7 Income tax expense (84,474) ​ (3.8) ​ (243,036) ​ (5.2) ​ (446,031) ​ (61,106) ​ (6.1) Net income 96,082 ​ 4.2 ​ 739,057 ​ 15.8 ​ 1,273,984 ​ 174,398 ​ 17.6 Less: net (loss) income attributable to non-controlling interests (2,017) ​ (0.1) ​ 1,920 ​ 0.0 ​ (2,364) ​ (324) ​ 0.0 Net income attributable to the Company 98,099 ​ 4.3 ​ 737,137 ​ 15.8 ​ 1,275,348 ​ 174,722 ​ 17.6 ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net revenues.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.” 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 years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 2,705,609 ​ 58.0 ​ 4,148,752 ​ 57.3 ​ 5,308,864 ​ 759,157 ​ 54.2 Leased hotels 840,044 ​ 18.0 ​ 701,963 ​ 9.7 ​ 590,372 ​ 84,422 ​ 6.0 Retail 971,931 ​ 20.8 ​ 2,198,198 ​ 30.3 ​ 3,670,969 ​ 524,942 ​ 37.5 Others ​ 148,383 ​ 3.2 ​ 199,019 ​ 2.7 ​ 219,954 ​ 31,453 ​ 2.3 Net revenues 4,665,967 ​ 100.0 ​ 7,247,932 ​ 100.0 ​ 9,790,159 ​ 1,399,974 ​ 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel operating costs (2,240,890) ​ (47.9) ​ (3,108,158) ​ (42.9) ​ (3,716,236) ​ (531,415) ​ (38.0) Retail costs ​ (513,326) ​ (11.0) ​ (1,083,709) ​ (15.0) ​ (1,741,233) ​ (248,993) ​ (17.8) Other operating costs (72,543) ​ (1.6) ​ (44,524) ​ (0.6) ​ (25,832) ​ (3,693) ​ (0.2) Selling and marketing expenses (469,595) ​ (10.1) ​ (972,863) ​ (13.4) ​ (1,489,682) ​ (213,022) ​ (15.2) General and administrative expenses (451,470) ​ (9.7) ​ (352,590) ​ (4.9) ​ (516,671) ​ (73,883) ​ (5.3) Technology and development expenses (77,288) ​ (1.7) ​ (134,017) ​ (1.8) ​ (177,917) ​ (25,442) ​ (1.8) Total operating costs and expenses (3,825,112) ​ (82.0) ​ (5,695,861) ​ (78.6) ​ (7,667,571) ​ (1,096,448) ​ (78.3) Other operating income, net 83,179 ​ 1.8 ​ 70,231 ​ 1.0 ​ 184,089 ​ 26,324 ​ 1.9 Income from operation 924,034 ​ 19.8 ​ 1,622,302 ​ 22.4 ​ 2,306,677 ​ 329,850 ​ 23.6 Interest income 29,569 ​ 0.6 ​ 48,415 ​ 0.6 ​ 72,167 ​ 10,320 ​ 0.7 Gain from short-term investments 34,519 ​ 0.7 ​ 48,943 ​ 0.7 ​ 44,867 ​ 6,416 ​ 0.4 Interest expense (5,005) ​ (0.1) ​ (3,110) ​ (0.0) ​ (4,249) ​ (608) ​ (0.0) Other (expenses) income, net (1,024) ​ (0.0) ​ 2,465 ​ 0.0 ​ (56,554) ​ (8,087) ​ (0.6) Income before income tax 982,093 ​ 21.0 ​ 1,719,015 ​ 23.7 ​ 2,362,908 ​ 337,891 ​ 24.1 Income tax expense (243,036) ​ (5.2) ​ (446,031) ​ (6.1) ​ (741,646) ​ (106,054) ​ (7.5) Net income 739,057 ​ 15.8 ​ 1,272,984 ​ 17.6 ​ 1,621,262 ​ 231,837 ​ 16.6 Less: net income (loss) attributable to non-controlling interests 1,920 ​ 0.0 ​ (2,364) ​ 0.0 ​ 270 ​ 39 ​ 0.0 Net income attributable to the Company 737,137 ​ 15.8 ​ 1,275,348 ​ 17.6 ​ 1,620,992 ​ 231,798 ​ 16.6 ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net revenues.
If we are able to further grow the size of our member base and increase customer stickiness of our loyalty program, we will be able to further increase our revenue and reduce our customer acquisition expenses. ● The growth and profitability of our retail business.
If we are able to further grow the size of our member base and increase customer stickiness of our loyalty program, we will be able to further increase our revenue and reduce our customer acquisition expenses. Key Performance Indicators We utilize a set of non-financial and financial key performance indicators which our senior management reviews frequently.
The following table sets forth the components of our operating costs and expenses, both in absolute amount and as a percentage of net revenues for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Net Revenues 2,262,983 ​ 100.0 ​ 4,665,967 ​ 100.0 ​ 7,247,932 ​ 992,963 ​ 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel operating costs 1,393,312 ​ 61.6 ​ 2,240,890 ​ 47.9 ​ 3,108,158 ​ 425,816 ​ 42.9 Retail costs ​ 151,815 ​ 6.7 ​ 513,326 ​ 11.0 ​ 1,083,709 ​ 148,468 ​ 15.0 Other operating costs 34,870 ​ 1.5 ​ 72,543 ​ 1.6 ​ 44,524 ​ 6,100 ​ 0.6 Selling and marketing expenses 139,929 ​ 6.2 ​ 469,595 ​ 10.1 ​ 972,863 ​ 133,282 ​ 13.4 General and administrative expenses ​ 350,009 ​ 15.5 ​ 451,470 ​ 9.7 ​ 352,590 ​ 48,305 ​ 4.9 Technology and development expenses ​ 66,182 ​ 2.9 ​ 77,288 ​ 1.7 ​ 134,017 ​ 18,360 ​ 1.8 Total operating costs and expenses ​ 2,136,117 ​ 94.4 ​ 3,825,112 ​ 82.0 ​ 5,695,861 ​ 780,331 ​ 78.6 ​ ● Hotel operating costs.
The following table sets forth the components of our operating costs and expenses, both in absolute amount and as a percentage of net revenues for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands except percentage) Net Revenues 4,665,967 ​ 100.0 ​ 7,247,932 ​ 100.0 ​ 9,790,159 ​ 1,399,974 ​ 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hotel operating costs 2,240,890 ​ 47.9 ​ 3,108,158 ​ 42.9 ​ 3,716,236 ​ 531,415 ​ 38.0 Retail costs ​ 513,326 ​ 11.0 ​ 1,083,709 ​ 15.0 ​ 1,741,233 ​ 248,993 ​ 17.8 Other operating costs 72,543 ​ 1.6 ​ 44,524 ​ 0.6 ​ 25,832 ​ 3,693 ​ 0.2 Selling and marketing expenses 469,595 ​ 10.1 ​ 972,863 ​ 13.4 ​ 1,489,682 ​ 213,022 ​ 15.2 General and administrative expenses ​ 451,470 ​ 9.7 ​ 352,590 ​ 4.9 ​ 516,671 ​ 73,883 ​ 5.3 Technology and development expenses ​ 77,288 ​ 1.7 ​ 134,017 ​ 1.8 ​ 177,917 ​ 25,442 ​ 1.8 Total operating costs and expenses ​ 3,825,112 ​ 82.0 ​ 5,695,861 ​ 78.6 ​ 7,667,571 ​ 1,096,448 ​ 78.3 ​ 86 Table of Contents Hotel operating costs .
Our retail costs increased by 111.1% from RMB513.3 million in 2023 to RMB1,083.7 million (US$148.5 million) in 2024. The increase was associated with the rapid growth of our retail business. Retail costs represented 49.3% of retail revenues in 2024, down from 52.8% in 2023. ● Other operating costs .
The increase was associated with the rapid growth of our retail business. Retail costs represented 47.4% of retail revenues in 2025, down from 49.3% in 2024. ● Other operating costs . Our other operating costs decreased by 42.0% from RMB44.5 million in 2024 to RMB25.8 million (US$3.7 million) in 2025. ● Selling and marketing expenses .
Similarly, the total number of our hotel rooms increased from 107,998 as of December 31, 2022 to 137,921 as of December 31, 2023, and further to 183,184 as of December 31, 2024. As of December 31, 2024, there were 1,619 hotels in our nationwide network, with a total of 183,184 hotel rooms.
Similarly, the total number of our hotel rooms increased from 137,921 as of December 31, 2023 to 183,184 as of December 31, 2024, and further to 224,423 as of December 31, 2025.
The increase was mainly due to our enhanced investment in brand recognition and the effective development of online channels, in line with the growth of our retail business. ● General and administrative expenses. Our general and administrative expenses decreased by 21.9% from RMB451.5 million in 2023 to RMB352.6 million (US$48.3 million) in 2024.
Our selling and marketing expenses increased by 53.1% from RMB972.9 million in 2024 to RMB1,489.7 million (US$213.0 million) in 2025. The increase was mainly due to our enhanced investment in brand recognition and the effective development of online channels, aligned with the growth of our retail business. ● General and administrative expenses .
The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the 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 the financial performance.
Share-based compensation expenses are non-cash in nature. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with the U.S. GAAP.
These costs are relatively fixed. We aim to manage these costs while we increase the revenue of leased hotels. We aim to continue to manage our hotel operating costs as a percentage of our net revenues as we continue to achieve economies of scale and manage our operating costs and expenses through application of technologies. ● Retail costs.
We aim to continue to manage our hotel operating costs as a percentage of our net revenues as we continue to achieve economies of scale and manage our operating costs and expenses through application of technologies. Retail costs . Our retail costs primarily include cost of our lifestyle products in relation to our retail business. Other operating costs .
In the future, cash proceeds raised from overseas financing activities, including our initial public offering in November 2021, may be transferred by us through Atour Hong Kong to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be.
In the future, cash proceeds raised from overseas financing activities may be transferred by us through our Hong Kong subsidiaries to their respective PRC subsidiaries via capital contribution and shareholder loans, as the case may be. Subsequently, these PRC subsidiaries will transfer funds to their own subsidiaries to meet the capital needs of our business operations.
The increase was mainly attributable to our increased investments in technology systems and infrastructure to support our expanding hotel network and retail business and improve customer experience. Other operating income, net. Our net other operating income primarily consists of income from government subsidies and value-added tax related benefits, offset by other operating expenses.
Our technology and development expenses increased by 32.8% from RMB134.0 million in 2024 to RMB177.9 million (US$25.4 million) in 2025. The increase was mainly attributable to our increased investments in technology systems and infrastructure to support our expanding hotel network, retail business and improve customer experience. Other operating income, net.
Given the significant investments that we have made in leasehold improvements and other fixed assets of leased hotels, depreciation and amortization comprises a significant portion of our cost structure. We believe that EBITDA will provide investors with a useful tool for comparability between periods because it eliminates depreciation and amortization attributable to capital expenditures.
We believe that EBITDA will provide investors with a useful tool for comparability between periods because it eliminates depreciation and amortization attributable to capital expenditures.
Material Cash Requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our working capital and operating expenditure needs, capital expenditures, contractual obligations and outstanding indebtedness.
Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our working capital and operating expenditure needs, capital expenditures, contractual obligations and outstanding indebtedness. 93 Table of Contents Other than the capital expenditures and contractual obligations, as discussed below, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025.
PRC Our subsidiaries in China are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws.
There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. Chinese Mainland Our subsidiaries in China are companies incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws.
Our net revenues increased from RMB4,666.0 million in 2023 to RMB7,247.0 million (US$993.0 million) in 2024, driven by the growth in manachised hotel and retail businesses. ● Manachised hotels. Revenues from our manachised hotels increased by 53.3% from RMB2,705.6 million in 2023 to RMB4,148.8 million (US$568.4 million) in 2024.
Our net revenues increased from RMB7,247.9 million in 2024 to RMB9,790.2 million (US$1,400.0 million) in 2025, driven by the growth in manachised hotel and retail businesses. ● Manachised hotels . Revenues from our manachised hotels increased by 28.0% from RMB4,148.8 million in 2024 to RMB5,308.9 million (US$759.2 million) in 2025.
Securities and Exchange Commission: adjusted net income (loss), which is defined as net income (loss) excluding share-based compensation expenses; EBITDA, which is defined as earnings before interest income, interest expense, income tax expense and depreciation and amortization; adjusted EBITDA, which is defined as EBITDA excluding share-based compensation expenses.
GAAP extracted from our consolidated financial statements, we use the following non-GAAP measures: adjusted net income, which is defined as net income excluding share-based compensation expenses; EBITDA, which is defined as earnings before interest income, interest expense, income tax expense and depreciation and amortization; adjusted EBITDA, which is defined as EBITDA excluding share-based compensation expenses.
For our leased hotels, we lease properties from real estate owners or lessors and we are responsible for hotel development and customization to conform to our standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease.
In 2023, 2024 and 2025, we generated revenues of RMB840.0 million, RMB702.0 million and RMB590.4 million (US$84.4 million) from our leased hotels, respectively, which accounted for 18.0%, 9.7% and 6.0% of our net revenues for the relevant years. 85 Table of Contents For our leased hotels, we lease properties from real estate owners or lessors and we are responsible for hotel development and customization to conform to our standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease.
GAAP measure to adjusted net income (non-GAAP), EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP), is provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 96,082 ​ 739,057 ​ 1,272,984 ​ 174,398 Share-based compensation expenses, net of tax effect of nil (1) 163,193 ​ 163,978 ​ 32,792 ​ 4,492 Adjusted Net income (Non-GAAP) 259,275 ​ 903,035 ​ 1,305,776 ​ 178,890 ​ 86 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 96,082 ​ 739,057 ​ 1,272,984 ​ 174,398 Interest income (14,456) ​ (29,569) ​ (48,415) ​ (6,633) Interest expense 6,501 ​ 5,005 ​ 3,110 ​ 426 Income tax expense 84,474 ​ 243,036 ​ 446,031 ​ 61,106 Depreciation and amortization 88,561 ​ 85,021 ​ 65,232 ​ 8,937 EBITDA (Non-GAAP) 261,162 ​ 1,042,550 ​ 1,738,942 ​ 238,234 Share-based compensation expenses 163,193 ​ 163,978 ​ 32,792 ​ 4,492 Adjusted EBITDA (Non-GAAP) 424,355 ​ 1,206,528 ​ 1,771,734 ​ 242,726 Note: (1) The share-based compensation expenses were recorded at entities in PRC.
GAAP measure to adjusted net income (non-GAAP measure), EBITDA (non-GAAP measure) and adjusted EBITDA (non-GAAP measure), is provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ (in thousands) Net income 739,057 ​ 1,272,984 ​ 1,621,262 ​ 231,837 Share-based compensation expenses, net of tax effect of nil (1) 163,978 ​ 32,792 ​ 131,472 ​ 18,801 Adjusted Net income (Non-GAAP measure) ​ 903,035 ​ 1,305,776 ​ 1,752,734 ​ 250,638 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ 739,057 ​ 1,272,984 ​ 1,621,262 ​ 231,837 Interest income ​ (29,569) ​ (48,415) ​ (72,167) ​ (10,320) Interest expense ​ 5,005 ​ 3,110 ​ 4,249 ​ 608 Income tax expense ​ 243,036 ​ 446,031 ​ 741,646 ​ 106,054 Depreciation and amortization ​ 85,021 ​ 65,232 ​ 54,106 ​ 7,737 EBITDA (Non-GAAP measure) ​ 1,042,550 ​ 1,738,942 ​ 2,349,096 ​ 335,916 Share-based compensation expenses ​ 163,978 ​ 32,792 ​ 131,472 ​ 18,801 Adjusted EBITDA (Non-GAAP measure) 1,206,528 ​ 1,771,734 ​ 2,480,568 ​ 354,717 Note: (1) The share-based compensation expenses were recorded at entities in PRC.
The exact dividend amount will be determined at the Board’s discretion, based on its assessment of the Company’s actual and projected results of operations, financial and cash position, capital requirements and other relevant factors. In August 2024, our board of directors declared a cash dividend of US$0.15 per ordinary share, or US$0.45 per ADS.
The exact dividend amount will be determined at the Board’s discretion, based on its assessment of the Company’s actual and projected results of operations, financial and cash position, capital requirements and other relevant factors. In August 2024, May 2025 and November 2025, we distributed cash dividends of approximately RMB436.0 million, RMB418.2 million (US$59.8 million) and RMB353.8 million (US$50.6 million), respectively.
We conduct all of our operations through our subsidiaries in China, in particular, Atour Shanghai, Shanghai Rongduo, and their respective subsidiaries, and a substantial portion of our assets are located in China. This holding company structure involves unique risks to investors.
We conduct all of our operations through our indirectly owned subsidiaries in China, and a substantial portion of our assets are located in China. This holding company structure involves unique risks to investors. For example, our ability to pay dividends and to service any debt we may incur overseas largely depends upon dividends paid by our subsidiaries.
The table below illustrates the number of our hotels in development stage, ramp-up stage and mature operation stage as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ As of ​ As of ​ ​ December 31, 2022 (1) ​ December 31, 2023 ​ December 31, 2024 ​ ​ Percentage of ​ Percentage of ​ Percentage of ​ ​ Number ​ total hotels ​ Number of ​ total hotels in ​ Number ​ total hotels in ​ ​ of hotels ​ in the three stages ​ hotels ​ the three stages ​ of hotels ​ the three stages Development stage 363 ​ 28.0 % 617 ​ 33.8 % 741 ​ 31.4 % Ramp-up stage 124 ​ 9.6 % 203 ​ 11.1 % 280 ​ 11.9 % Mature stage 808 ​ 62.4 % 1,007 ​ 55.1 % 1,339 ​ 56.7 % Note: (1) Includes 53 hotels requisitioned by the government for quarantine needs in response to the COVID-19 pandemic, which were not in operation as of December 31, 2022.
The table below illustrates the number of our hotels in development stage, ramp-up stage and mature operation stage as of the dates indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ ​ ​ ​ ​ ​ Percentage of ​ ​ Number ​ total hotels ​ Number of ​ total hotels in ​ Number ​ total hotels in ​ ​ of hotels ​ in the three stages ​ hotels ​ the three stages ​ of hotels ​ the three stages Development stage 617 ​ 33.8 % 741 ​ 31.4 % 779 ​ 27.9 % Ramp-up stage 203 ​ 11.1 % 280 ​ 11.9 % 296 ​ 10.6 % Mature stage 1,007 ​ 55.1 % 1,339 ​ 56.7 % 1,719 ​ 61.5 % ​ 82 Table of Contents ● The growth of our ACARD members and their levels of engagement.
However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or our arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.
However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or our arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. 88 Table of Contents The Organisation for Economic Co-operation and Development (OECD) developed the Global Anti-Base Erosion Rules (“Pillar Two”) to ensure that large multinational enterprises with consolidated revenue exceeding EUR750 million pay a global minimum tax of 15%.
Since the third quarter of 2023, no hotels have been requisitioned for quarantine needs. ​ 78 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ Exclusive ​ ​ ​ ​ ​ ​ ​ of ​ Inclusive of ​ Exclusive of ​ Inclusive of ​ Exclusive of ​ Inclusive of ​ ​ requisitioned ​ requisitioned ​ requisitioned ​ requisitioned ​ requisitioned ​ requisitioned ​ ​ hotels (2) ​ hotels ​ hotels (2) ​ hotels ​ hotels (2) ​ hotels Occupancy rate (3) (in percentage) ​ Manachised hotels 62.9 % 60.6 % 77.6 % 77.0 % 77.2 % 77.0 % Leased hotels 65.8 % 67.2 % 83.6 % 83.6 % 83.2 % 83.2 % All hotels 63.0 % 60.9 % 77.8 % 77.3 % 77.4 % 77.1 % ADR (3) (in RMB) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 386.4 ​ 379.0 ​ 457.8 ​ 457.8 ​ 433.0 ​ 433.0 ​ Leased hotels 465.0 ​ 463.2 ​ 587.2 ​ 587.1 ​ 563.5 ​ 563.5 ​ All hotels 391.2 ​ 383.9 ​ 463.6 ​ 463.5 ​ 436.8 ​ 436.8 ​ RevPAR (3) (in RMB) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 256.3 ​ 243.2 ​ 370.8 ​ 368.3 ​ 347.3 ​ 346.1 ​ Leased hotels 330.6 ​ 336.9 ​ 517.2 ​ 517.1 ​ 495.0 ​ 494.8 ​ All hotels 260.7 ​ 248.1 ​ 376.8 ​ 374.4 ​ 351.3 ​ 350.1 ​ Note: ​ (2) Excludes, for purposes of calculating these key operating metrics, approximately 5,532 thousand and 308 thousand room-nights related to hotel rooms that were requisitioned by the government for quarantine needs in response to the COVID-19 pandemic or otherwise became unavailable due to temporary hotel closures in 2022 and 2023, respectively.
To drive our occupancy rates and room rates, we focus on continuing to improve our guests’ hotel and retail experiences and increasing the stickiness of our loyalty program members, through continuously improving our service quality, expanding our hotel brand portfolios, and integrating technologies into our customer service and hotel operations. 83 Table of Contents The following table sets forth the key performance indicators of our hotels for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 (1) ​ ​ ​ 2024 (1) ​ ​ ​ 2025 (1) Occupancy rate (2) (in percentage) ​ ​ ​ ​ Manachised hotels 77.6 % 77.2 % 75.8 % Leased hotels 83.6 % 83.2 % 82.2 % All hotels 77.8 % 77.4 % 75.9 % ADR (2) (in RMB) ​ ​ ​ ​ Manachised hotels 457.8 433.0 429.0 ​ Leased hotels 587.2 563.5 582.2 ​ All hotels 463.6 436.8 431.9 ​ RevPAR (2) (in RMB) ​ ​ ​ ​ Manachised hotels 370.8 347.3 336.6 ​ Leased hotels 517.2 495.0 504.8 ​ All hotels 376.8 351.3 339.6 ​ Notes: (1) Excludes, for purposes of calculating these key operating metrics, (i) approximately 308 thousand room-nights related to hotel rooms that were requisitioned by the government for quarantine needs in response to the COVID-19 pandemic or otherwise became unavailable due to temporary hotel closures in 2023; and (ii) approximately 252 thousand and 316 thousand room-nights related to hotel rooms that became unavailable due to temporary hotel closures in 2024 and 2025, respectively.
We primarily derive our revenues from (i) franchise and management fees from our manachised hotels and sales of hotel supplies and other products to our manachised hotels, (ii) operations of our leased hotels, and (iii) sales of our retail products in connection with our retail business. 79 Table of Contents The following table sets forth the revenues generated from our manachised and leased hotels, and retail business and others, both in absolute amount and as a percentage of net revenues for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 1,360,843 ​ 60.1 ​ 2,705,609 ​ 58.0 ​ 4,148,752 ​ 568,377 ​ 57.3 Leased hotels 552,929 ​ 24.5 ​ 840,044 ​ 18.0 ​ 701,963 ​ 96,169 ​ 9.7 Retail 253,607 ​ 11.2 ​ 971,931 ​ 20.8 ​ 2,198,198 ​ 301,152 ​ 30.3 Others ​ 95,604 ​ 4.2 ​ 148,383 ​ 3.2 ​ 199,019 ​ 27,265 ​ 2.7 Net revenues 2,262,983 ​ 100.0 ​ 4,665,967 ​ 100.0 ​ 7,247,932 ​ 992,963 ​ 100.0 ​ ● Manachised hotels.
The following table sets forth the revenues generated from our manachised and leased hotels, and retail business and others, both in absolute amount and as a percentage of net revenues for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ ​ ​ USD ​ ​ ​ % ​ ​ (in thousands, except for percentages) Revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 2,705,609 ​ 58.0 ​ 4,148,752 ​ 57.3 ​ 5,308,864 ​ 759,157 ​ 54.2 Leased hotels 840,044 ​ 18.0 ​ 701,963 ​ 9.7 ​ 590,372 ​ 84,422 ​ 6.0 Retail 971,931 ​ 20.8 ​ 2,198,198 ​ 30.3 ​ 3,670,969 ​ 524,942 ​ 37.5 Others (1) ​ 148,383 ​ 3.2 ​ 199,019 ​ 2.7 ​ 219,954 ​ 31,453 ​ 2.3 Total 4,665,967 ​ 100.0 ​ 7,247,932 ​ 100.0 ​ 9,790,159 ​ 1,399,974 ​ 100.0 Note: (1) Primarily including our membership business.
In 2022, 2023 and 2024, we generated revenues of RMB253.6 million, RMB971.9 million and RMB2,198.2 million (US$301.2 million) from retail business, respectively, which accounted for 11.2%, 20.8% and 30.3% of our net revenues for the relevant years. 80 Table of Contents ● Others.
In 2023, 2024 and 2025, we generated revenues of RMB971.9 million, RMB2,198.2 million and RMB3,671.0 million (US$524.9 million) from retail business, respectively, which accounted for 20.8%, 30.3% and 37.5% of our net revenues for the relevant years. We are the first hotel chain in China to integrate retail products into the guest experience through both online and offline channels.
The increase was mainly due to the increase in variable costs, such as supply chain costs, associated with our ongoing hotel network expansion. Hotel operating costs represented 64.1% of net revenues from our manachised and leased hotels in 2024, up from 63.2% in 2023. ● Retail costs.
The increase was mainly due to the increase in variable costs, such as supply chain costs and hotel manager costs, associated with our ongoing hotel network expansion. ● Retail costs . Our retail costs increased by 60.7% from RMB1,083.7 million in 2024 to RMB1,741.2 million (US$249.0 million) in 2025.
Information on The Company—4.B. Business Overview—Regulation—Regulations on Offshore Financing.” 5.C. Research and Development, Patents and Licenses, etc. We focus on digitalizing our business to further cater to customer demands and enhance customer experience.
Information on The Company — 4.B. Business Overview — Regulation — Regulations on Offshore Financing.” 5.C. Research and Development, Patents and Licenses, etc. Research and development (“R&D”) is a significant contributor to our growth and market value, and constitutes one of our major activities and expenses.
As of the same date, we had a total of 741 manachised hotels with a total of 79,528 rooms under development. ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of As of ​ ​ December 31, 2022 ​ December 31, 2023 ​ December 31, 2024 Total hotels (1) Manachised hotels 899 ​ 1,178 ​ 1,593 Leased hotels 33 ​ 32 ​ 26 All hotels 932 ​ 1,210 ​ 1,619 Hotel rooms (1) ​ ​ ​ ​ ​ Manachised hotels 102,945 ​ 133,291 ​ 179,469 Leased hotels 5,053 ​ 4,630 ​ 3,715 All hotels 107,998 ​ 137,921 ​ 183,184 ​ Note: ​ (1) Includes 53 hotels requisitioned by the government for quarantine needs in response to the COVID-19 pandemic, which were not in operation as of December 31, 2022.
As of the same date, we had a total of 779 manachised hotels with a total of 85,901 rooms under development. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ 2025 Total hotels ​ ​ ​ Manachised hotels 1,178 ​ 1,593 ​ 1,996 Leased hotels 32 ​ 26 ​ 19 All hotels 1,210 ​ 1,619 ​ 2,015 Hotel rooms ​ ​ ​ ​ ​ Manachised hotels 133,291 ​ 179,469 ​ 221,283 Leased hotels 4,630 ​ 3,715 ​ 3,140 All hotels 137,921 ​ 183,184 ​ 224,423 ​ RevPAR.
The decrease was primarily due to decrease in share-based compensation expenses. ● Technology and development expenses. Our technology and development expenses increased by 73.4% from RMB77.3 million in 2023 to RMB134.0 million (US$18.4 million) in 2024.
Our general and administrative expenses increased by 46.5% from RMB352.6 million in 2024 to RMB516.7 million (US$73.9 million) in 2025. The increase was primarily due to an increase in labor costs and share-based compensation expenses. ● Technology and development expenses .
A significant portion of our operating costs and expenses associated with our hotel operations and franchise model, including rent and base salary, is relatively fixed. As a result, an increase in our revenues achieved through higher RevPAR generally will result in higher profitability of our hotel business.
As our product mix and channel reach evolve, retail performance will remain a key driver of our overall financial results. ● The fixed-cost nature of our business. A significant portion of our operating costs and expenses associated with our hotel operations and franchise model, including rent and base salary, is relatively fixed.
Our gain from short-term investments increased by 41.8% from RMB34.5 million in 2023 to RMB48.9 million (US$6.7 million) in 2024, due to increased short-term investments made in line with our business expansion and revenue growth. Interest expense. Our interest expense consists primarily of interests related to our borrowings.
Our gain from short-term investments decreased by 8.3% from RMB48.9 million in 2024 to RMB44.9 million (US$6.4 million) in 2025, due to a decrease in the yield of structured deposits we purchased. Interest expense. Our interest expense consists primarily of interests related to our borrowings.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ Less ​ ​ More ​ ​ ​ ​ Than ​ 1 – 3 ​ 3 – 5 ​ Than ​ ​ Total ​ 1 Year ​ Years ​ Years ​ 5 Years ​ ​ (in RMB thousands) Operating lease obligations 1,933,997 ​ 350,366 ​ 560,727 ​ 522,827 ​ 500,077 ​ Our operating lease obligations are primarily related to our obligations under lease agreements with lessors of business offices and certain hotels. 88 Table of Contents Outstanding Indebtedness As of December 31, 2024, we had several customary credit facilities with major merchant banks in China under which we could borrow up to RMB550 million during the term of the facilities with maturity dates ranging from June 2025 to December 2025.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ ​ ​ ​ ​ Less ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ More ​ ​ ​ ​ Than ​ 1 – 3 ​ 3 – 5 ​ Than ​ ​ Total ​ 1 Year ​ Years ​ Years ​ 5 Years ​ ​ (RMB in thousands) Operating lease obligations 1,460,686 ​ 279,099 ​ 466,597 ​ 402,029 ​ 312,961 ​ Our operating lease obligations are primarily related to our obligations under lease agreements with lessors of business offices and certain hotels.
As a result of the foregoing, we had net income of RMB739.1 million and RMB1,273.0 million (US$174.4 million) in 2023 and 2024, respectively. 85 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For a detailed description of the comparison of our operating results for the year ended December 31, 2023 to the year ended December 31, 2022, see “Item 5.A.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For a detailed description of the comparison of our operating results for the year ended December 31, 2024 to the year ended December 31, 2023, see “Item 5.A.
Estimates of the price market participants would pay to sub-lease the operating lease right-of-use assets are based on comparable market rental information that could be reasonably obtained for the property. 90 Table of Contents We recognized RMB60.5 million and RMB54.7 million of impairment losses related to leased hotels in hotel operating costs in the consolidated statement of comprehensive income for the years ended December 31, 2023 and 2024, respectively.
We recognized impairment losses of RMB60.5 million, RMB54.7 million and RMB55.4 million related to leased hotels, which included RMB55.4 million, RMB48.5 million and RMB11.8 million for property and equipment and RMB5.1 million, RMB6.2 million and RMB43.6 million for operating lease right-of-use assets, recorded in hotel operating costs in our consolidated statements of comprehensive income for the years ended December 31, 2023, 2024 and 2025, respectively. ​
Our net cash used in financing activities was RMB146.9 million in 2023, compared with RMB456.3 million of net cash generated from financing activities in 2022, which was attributable to our cash dividend payment and repayment of borrowings net off by the proceeds from employee stock option exercise.
In 2025, our net cash used in financing activities was RMB924.9 million (US$132.3 million), which was primarily attributable to (i) payment for dividends, (ii) payment for share repurchases, and (iii) repayment of borrowings, and partially offset by (i) proceeds from borrowings and (ii) proceeds from stock option exercises.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

51 edited+27 added−7 removed36 unchanged
Under the Public Company Plan, the maximum aggregate number of ordinary shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 51,029,546 Class A ordinary shares, which have been reserved for issuance pursuant to the Public Company Plan accordingly.
Under the Public Company Plan, the maximum aggregate number of Shares we are authorized to issue pursuant to equity awards granted thereunder, subject to certain adjustments pursuant to the terms thereof, is 51,029,546 Class A ordinary shares, which have been reserved for issuance pursuant to the Public Company Plan accordingly.
Compensation Committee. Our compensation committee consists of Haijun Wang, Can Wang and Chao Zhang and is chaired by Haijun Wang. We have determined that each of Can Wang and Chao Zhang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the Nasdaq.
Compensation Committee. Our compensation committee consists of Haijun Wang, Can Wang and Chao Zhang and is chaired by Haijun Wang. We have determined that each of Can Wang and Chao Zhang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of Nasdaq.
The audit committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; ● obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 7 of Form 20-F; ● reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● periodically, reviewing and reassessing the adequacy of the committee charter; ● at least annually, approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● overseeing and evaluating the handling of complaints and whistleblowing; 95 Table of Contents ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; ● obtaining a written report from our independent auditor describing matters relating to its independence and quality control procedures; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 7 of Form 20-F; ● reviewing and recommending the financial statements for inclusion within our quarterly earnings releases and to our board for inclusion in our annual reports; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● periodically reviewing and reassessing the adequacy of the committee charter; ● at least annually, approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● overseeing and evaluating the handling of complaints and whistleblowing; 101 Table of Contents ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing periodically the current composition of the board with regards to characteristics such as issues of judgment, diversity, age, skills, background and experience; ● reviewing candidates’ qualifications for membership on the board or a committee of the board based on the criteria approved by the board; ● making recommendations to the board as to determinations of director independence; ● reviewing and reassessing the adequacy of the committee charter; ● reviewing and approving compensation (including equity-based compensation) for our directors; and ● evaluating the performance and effectiveness of the board as a whole. 96 Table of Contents Duties and Functions of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing periodically the current composition of the board with regards to characteristics such as issues of judgment, diversity, age, skills, background and experience; ● reviewing candidates’ qualifications for membership on the board or a committee of the board based on the criteria approved by the board; ● making recommendations to the board as to determinations of director independence; ● reviewing and reassessing the adequacy of the committee charter; ● reviewing and approving compensation (including equity-based compensation) for our directors; and ● evaluating the performance and effectiveness of the board as a whole. 102 Table of Contents Duties and Functions of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests.
None of our shareholders has informed us that it is affiliated with a member of Financial Industry Regulatory Authority, or FINRA. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. ​
None of our shareholders has informed us that it is affiliated with a member of the Financial Industry Regulatory Authority, or FINRA. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. ​
The Public Company Plan permits the awards of options, restricted stock, restricted stock unit and other stock-based award. Plan Administration. The Public Company Plan shall be solely administrated by the board or its compensation committee, or the Administrator, in accordance with the terms and conditions of the Public Company Plan. Eligibility.
Types of Awards. The Public Company Plan permits the awards of options, restricted stock, restricted stock unit and other stock-based award. Plan Administration. The Public Company Plan shall be solely administrated by the board or its compensation committee, or the administrator, in accordance with the terms and conditions of the Public Company Plan. Eligibility.
We rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors. 94 Table of Contents A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his or her interest at a meeting of our directors.
We rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors. 100 Table of Contents A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his or her interest at a meeting of our directors.
In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for a specific period of time following the last date of employment. We have also entered into indemnification agreements with each of our directors and executive officers.
In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for a specific period of time following the last date of employment. 98 Table of Contents We have also entered into indemnification agreements with each of our directors and executive officers.
Until the issuance of the shares, no grantee shall have any right to vote or receive dividends or any other rights with respect to such shares. Amendment of the Public Company Plan. The Public Company Plan may be altered or amended in any respect by the board, except to the extent prohibited by applicable laws.
Until the issuance of the shares, no grantee shall have any right to vote or receive dividends or any other rights with respect to such shares. 99 Table of Contents Amendment of the Public Company Plan. The Public Company Plan may be altered or amended in any respect by the board, except to the extent prohibited by applicable laws.
Board Practices Board of Directors Our board of directors consists of seven directors, including three independent directors within the meaning of Section 303A of the Corporate Governance Rules of the Nasdaq, namely Can Wang, Chao Zhang and Cong Lin. A director is not required to hold any shares in our company to qualify to serve as a director.
Board Practices Board of Directors Our board of directors consists of seven directors, including three independent directors within the meaning of Section 303A of the Corporate Governance Rules of the Nasdaq, namely Can Wang, Chao Zhang and Yingchun Song. A director is not required to hold any shares in our company to qualify to serve as a director.
We have determined that each of Can Wang, Cong Lin and Chao Zhang satisfies the requirements of Section 303A of the Corporate Governance Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
We have determined that each of Can Wang, Yingchun Song and Chao Zhang satisfies the requirements of Section 303A of the Corporate Governance Rules of Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
In 2021, we adopted the Public Company Share Incentive Plan, or the Public Company Plan, at the Cayman Islands’ level in preparation for our initial public offering, to replace the 2017 PRC Plan.
Share Incentive Plans 2017 PRC Incentive Plan In 2017, our PRC subsidiary Atour Shanghai adopted the 2017 Share Incentive Plan, or the 2017 PRC Plan. In 2021, we adopted the Public Company Share Incentive Plan, or the Public Company Plan, at the Cayman Islands’ level in preparation for our initial public offering, to replace the 2017 PRC Plan.
Express Ocean Universe Limited is wholly owned by Dreamline Worldwide Ventures Limited, which is in turn wholly owned by Eternal River Trust, or the Trust, for which Trident Trust Company (HK) Limited acts as the trustee.
Express Ocean Universe Limited is wholly owned by Dreamline Worldwide Ventures Limited, which is in turn wholly held by Trident Trust Company (HK) Limited as the trustee of Eternal River Trust, or the Trust.
The business address of OLP Capital Management Limited is Unit 2430, 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. (7) Represents 55,970,815 Class A ordinary shares held of record by Trip.com Travel Singapore Pte. Ltd., a company registered in Singapore. The foregoing beneficial ownership information of Trip.com Travel Singapore Pte.
The business address of OLP Capital Management Limited is Unit 2430, 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong. (7) Represents 55,970,815 Class A ordinary shares held of record by Trip.com, a company registered in Singapore.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Haijun Wang, Cong Lin and Chao Zhang, and is chaired by Haijun Wang. We have determined that each of Can Wang and Chao Zhang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the Nasdaq.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Haijun Wang, Yingchun Song and Chao Zhang, and is chaired by Haijun Wang. We have determined that each of Yingchun Song and Chao Zhang satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of Nasdaq.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Can Wang, Cong Lin and Chao Zhang, and is chaired by Can Wang.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Can Wang, Yingchun Song and Chao Zhang, and is chaired by Can Wang.
Ltd. is based on Schedule 13G filed by Trip.com Travel Singapore Pte. Ltd. with the SEC on February 13, 2023. Trip.com Travel Singapore Pte. Ltd. is ultimately controlled by Trip.com Group Limited, a company registered in the Cayman Islands. The registered address of Trip.com Travel Singapore Pte. Ltd. is 30 Raffles Place, #29-01, Singapore (048622).
The foregoing beneficial ownership information of Trip.com is based on Schedule 13G filed by Trip.com with the SEC on February 13, 2023. Trip.com is ultimately controlled by Trip.com Group Limited, a company registered in the Cayman Islands. The registered address of Trip.com is 30 Raffles Place, #29-01, Singapore (048622).
To the best of our knowledge, as of March 31, 2025, 278,283,223 of our outstanding Class A ordinary shares were held by one record holder in the United States, which is the depositary of our ADS program, representing 67.13% of our total issued and outstanding ordinary shares on an as-converted basis (excluding the 6,602,585 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan) as of such date.
To the best of our knowledge, as of March 31, 2026, 278,919,552 of our outstanding Class A ordinary shares were held by one record holder in the United States, which is the depositary of our ADS program, representing 68.0% of our total issued and outstanding ordinary shares on an as-converted basis (excluding the 6,275,502 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan) as of such date.
Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. † Except as indicated otherwise below, the business address of our directors and executive officers is 20th floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, Shanghai, People’s Republic of China. ​ 98 Table of Contents (1) Represents (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, (iii) 4,931,487 Class A ordinary shares beneficially owned by certain minority shareholder based on our register of members dated as of March 31, 2025, and (iv) 4,531,704 Class A ordinary shares underlying 4,531,704 share options granted to Haijun Wang under our Public Company Plan, which are exercisable within 60 days after March 31, 2025.
Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. † Except as indicated otherwise below, the business address of our directors and executive officers is 20th floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, Shanghai, People’s Republic of China. ​ (1) Represents (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and (iii) 4,850,726 share options granted to Haijun Wang under the Public Company Share Incentive Plan, which are exercisable within 60 days after March 31, 2026.
Haijun Wang is our founder and has served as our Chairman of Board of Directors and Chief Executive Officer since 2013. Prior to founding Atour in 2013, Mr.
Haijun Wang is our founder and has served as our chairman of the board and Chief Executive Officer since 2012. Prior to founding Atour, Mr.
We may terminate an executive officer’s employment for cause at any time without advance notice in certain events. We may terminate an executive officer’s employment by giving a prior written notice or by paying certain unpaid compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.
We may terminate an executive officer’s employment by giving a prior written notice or by paying certain unpaid compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.
Jianfeng Wu has served as our Co-Chief Financial Officer since 2023 and was appointed Executive Vice President and director in 2024. In his roles, Mr. Wu coordinates our company’s hotel business management, directs strategic planning and implementation, oversees capital market affairs, and leads branding development and marketing initiatives. Prior to joining us, Mr.
Jianfeng Wu has served as our co-chief financial officer since July 2023 and was appointed as executive vice president in June 2024, where he coordinates our Company’s hotel business management, directs strategic planning and implementation, oversees capital market affairs, and leads branding development and marketing initiatives. Mr. Wu was further appointed as a Director of the Group in July 2024.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. 92 Table of Contents Share Incentive Plans 2017 PRC Incentive Plan In 2017, our PRC subsidiary Atour Shanghai adopted the 2017 Share Incentive Plan, or the 2017 PRC Plan.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.
Wang served as the executive vice president of China Lodging Group, Limited, currently known as H World Group Ltd., a company listed on Nasdaq under the ticker symbol of “HTHT” and the Hong Kong Stock Exchange under the stock code of “1179.” Prior to joining H World in 2005, Mr.
Wang served as the executive vice president of China Lodging Group, Limited, currently known as H World Group Limited, a company listed on Nasdaq (ticker symbol: HTHT) and the Hong Kong Stock Exchange (stock code: 1179) (“H World Group”). Prior to joining H World Group in 2005, Mr. Wang accumulated extensive experience in hotel development and management.
Box 4301 Road Town, Tortola, British Virgin Islands. (2) The business address of Shiwei Zhou is Room 101, No. 16, Lane 268, Wanping South Road, Xuhui District, Shanghai, People’s Republic of China. (3) The business address of Chao Zhang is 1 Dingfuzhuang Nanli, Beijing International Studies University, College of Tourism Science, Chaoyang District, Beijing, People’s Republic of China.
Box 4301 Road Town, Tortola, British Virgin Islands. (2) The business address of Shiwei Zhou is 968 Jinzhong Road, Changning District, Shanghai, People’s Republic of China. 104 Table of Contents (3) The business address of Chao Zhang is 1 Dingfuzhuang Nanli, Beijing International Studies University, College of Tourism Science, Chaoyang District, Beijing, People’s Republic of China.
Directors and Senior Management The following table provides information regarding our directors and executive officers as of the date of this annual report. ​ ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Haijun Wang 48 ​ Founder, Chairman of Board of Directors, and Chief Executive Officer Shoudong Wang 47 ​ Co-Chief Financial Officer Jianfeng Wu 39 ​ Director, Co-Chief Financial Officer, and Executive Vice President Lijun Gao 41 ​ Director, Chief Compliance Officer Shiwei Zhou 49 ​ Director Chao Zhang 48 ​ Independent Director Cong Lin 64 ​ Independent Director Can Wang 45 ​ Independent Director ​ ​ Mr.
Directors and Senior Management The following table provides information regarding our directors and executive officers as of March 31, 2026. ​ ​ ​ ​ ​ ​ Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Haijun Wang 49 Founder, Chairman of Board of Directors, and Chief Executive Officer Jianfeng Wu 39 Director, Co-Chief Financial Officer, and Executive Vice President Shoudong Wang 48 Co-Chief Financial Officer Lijun Gao 42 Director, Chief Compliance Officer Shiwei Zhou 50 Director Chao Zhang 49 Independent Director Yingchun Song 42 Independent Director Can Wang 46 Independent Director ​ 96 Table of Contents Mr.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2024. ​ ​ ​ ​ Number of Function ​ Employees Hotel Development ​ 137 Hotel Management ​ 4,721 Technology and Development ​ 181 Retail and Supply Chain ​ 152 Sales and Marketing ​ 74 Others ​ 223 Total ​ 5,488 ​ We recruit and directly train and manage all of our employees.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ Number of Function ​ Employees Hotel Development ​ 135 Hotel Management ​ 5,423 Technology and Development ​ 203 Retail and Supply Chain ​ 221 Sales and Marketing ​ 87 Others ​ 287 Total ​ 6,356 ​ We recruit and directly train and manage all of our employees.
Wang served in various positions for TANSH Global Food Group Co., Ltd., a company listed on the Hong Kong Stock Exchange under the stock code of “3666.” Mr. Wang served as the chief financial officer of TANSH Global Group Co., Ltd. from 2019 to 2020. During 2011 to 2016, Mr.
Shoudong Wang served in various positions for TANSH Global Food Group Co., Ltd. (currently known as Shanghai XNG Holdings Limited) (“TANSH Global”), a company listed on the Hong Kong Stock Exchange (stock code: 3666). Mr. Shoudong Wang served as the chief financial officer of TANSH Global from March 2019 to April 2020. From June 2011 to September 2016, Mr.
(7) ​ 55,970,815 ​ — ​ 13.5 ​ 5.2 Diviner Limited (8) ​ 25,789,842 ​ — ​ 6.2 ​ 2.4 Express Ocean Universe Limited (1) ​ — ​ 73,680,917 ​ 17.8 ​ 68.4 Notes: * Less than 1% of our total outstanding shares. ** For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 340,876,937 Class A ordinary shares (excluding the 6,602,585 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan), and 73,680,917 Class B ordinary shares outstanding as of March 31, 2025, and (ii) the number of Class A ordinary shares underlying the share options held by such person that are exercisable within 60 days after March 31, 2025. *** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Can Wang (5) ​ — ​ — ​ — ​ — ​ All Directors and Executive Officers as a Group ​ 7,997,548 ​ 73,680,917 ​ 19.7 % 69.2 % Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ Sea Pearl Worldwide Holding Limited (1) ​ 1,691,412 ​ 73,680,917 ​ 18.5 % 68.9 % OLP Capital Management Limited (6) ​ 25,969,482 ​ — ​ 6.4 % 2.4 % Trip.com (7) ​ 55,970,815 ​ — ​ 13.7 % 5.2 % Express Ocean Universe Limited (1) ​ — ​ 73,680,917 ​ 18.1 % 68.8 % Norges Bank Investment Management (8) ​ 22,234,836 ​ — ​ 5.4 % 2.1 % Notes: * For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 334,448,671 Class A ordinary shares (excluding the 6,275,502 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan), and 73,680,917 Class B ordinary shares outstanding as of March 31, 2026, and (ii) the number of Class A ordinary shares underlying the share options held by such person that are exercisable within 60 days after March 31, 2026. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Wang was in charge of the management of finance, legal affairs and internal audit at TANSH Global Group Co., Ltd. and also served as board secretary and joint company secretary. Previously, Mr.
Shoudong Wang was in charge of the management of finance, legal affairs and internal audit at TANSH Global, and also served as the board secretary and joint company secretary of TANSH Global from July 2015 to February 2016. Mr. Shoudong Wang also served in the finance department of Best Buy Commercial (Shanghai) Co., Ltd.
Employees We had 3,255, 4,248 and 5,488 employees as of December 31, 2022, 2023 and 2024, respectively. All of our employees are based in China.
Employees We had 4,248, 5,488 and 6,356 employees as of December 31, 2023, 2024 and 2025, respectively. All of our employees are based in Chinese Mainland and Hong Kong.
Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for a vote. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ Class A Ordinary ​ Class B Ordinary ​ % of Beneficial ​ % of Aggregate ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Ownership* ​ ​ ​ Voting Power** Directors and Executive Officers:† ​ ​ ​ ​ ​ ​ ​ ​ ​ Mr.
Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. For share incentive grants to our directors and executive officers, see “Item 6. Directors, Senior Management and Employees-6. B.
Compensation In 2025, we paid an aggregate of RMB19.9 million (US$2.8 million) in cash to our executive officers and directors. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
The Public Company Plan may be suspended, discontinued or terminated by the board, except to the extent prohibited by applicable laws. 93 Table of Contents The following table summarizes, as of March 31, 2025, the number of Class A ordinary shares under the options that we granted to our directors and executive officers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ ​ ​ ​ ​ Equity Awards ​ Exercise Price ​ Date of ​ Date of ​ Granted (US$/Share) Grant (1) Expiration Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ Haijun Wang ​ 5,063,409 ​ 0.01-3.01 ​ March 30, 2023; and February 24, 2025 ​ March 29, 2033; and February 23, 2035 Shoudong Wang ​ * ​ * ​ November 16, 2022; December 24, 2022; July 1, 2024; and February 24, 2025 ​ November 15, 2032; December 23, 2032; June 30, 2034; and February 23, 2035 Jianfeng Wu ​ * ​ * ​ April 15, 2024 ​ April 14, 2034 Lijun Gao ​ * ​ * ​ April 2, 2021; December 24, 2022; and February 24, 2025 ​ April 1, 2031; December 23, 2032; and February 23, 2035 Non-Employee Directors ​ ​ ​ ​ ​ ​ ​ ​ Shiwei Zhou ​ — ​ — ​ — ​ — Chao Zhang ​ — ​ — ​ — ​ — Cong Lin ​ — ​ — ​ — ​ — Can Wang ​ — ​ — ​ — ​ — All directors and executive officers as a group ​ 6,474,466 ​ 0-5.07 ​ ​ ​ ​ * The shares held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
The following table summarizes, as of March 31, 2026, the number of Class A ordinary shares under outstanding share options that we granted to our directors and executive officers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ ​ ​ ​ ​ Equity Awards ​ Exercise Price ​ Date of ​ Date of ​ ​ ​ ​ Granted ​ ​ ​ (US$/Share) ​ ​ ​ Grant ​ ​ ​ Expiration Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ Haijun Wang ​ 5,063,409 ​ 0.01-3.01 ​ March 30, 2023; and February 24, 2025 ​ March 29, 2033; and February 23, 2035 Jianfeng Wu ​ 585,629 ​ 0.01-5.01 ​ July 20, 2023; and February 24, 2025 ​ July 19, 2033; and February 23, 2035 Shoudong Wang ​ 342,769 ​ 0.01-2.97 ​ December 24, 2022; July 1, 2024; and February 24, 2025 ​ December 23, 2032; June 30, 2034; and February 23, 2035 Lijun Gao ​ 296,973 ​ 0.01-2.97 ​ December 24, 2022; and February 24, 2025 ​ December 23, 2032; and February 23, 2035 Non-Employee Directors ​ ​ ​ ​ ​ ​ ​ ​ Shiwei Zhou ​ — ​ — ​ — ​ — Chao Zhang ​ — ​ — ​ — ​ — Yingchun Song ​ — ​ — ​ — ​ — Can Wang ​ — ​ — ​ — ​ — All directors and executive officers as a group ​ 6,288,780 ​ 0.01-5.01 ​ ​ ​ ​ ​ As of March 31, 2026, our employees and other qualified individuals other than members of our senior management as a group held outstanding share options to purchase a total of 740,865 Class A ordinary shares granted under the Public Company Plan.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2025 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares. 97 Table of Contents The calculations in the table below are based on 340,876,937 Class A ordinary shares (excluding the 6,602,585 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan) and 73,680,917 Class B ordinary shares outstanding as of March 31, 2025.
The calculations in the table below are based on 334,448,671 Class A ordinary shares (excluding the 6,275,502 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan) and 73,680,917 Class B ordinary shares outstanding as of March 31, 2026.
Wang graduated from Yanshan University and received his EMBA degree from the China Europe International Business School. Mr. Shoudong Wang has served as our Co-Chief Financial Officer since 2021 and oversees the financial reporting and related strategic, management and operational matters of our company. Prior to joining us, Mr.
Wu obtained a bachelor’s degree in economics from Tsinghua University School of Economics and Management in the PRC in July 2008. Mr. Shoudong Wang has served as our co-chief financial officer since December 2021, overseeing the financial reporting and related strategic, management, and operational matters of our company. Prior to joining us, Mr.
Wang was recognized as a leader in various industry leadership lists, including the List of the Most Innovative Business Figures in China, the List of 40 Leaders of China’s Hospitality Industry within the Past 40 Years, the List of the Most Innovative Figures in China’s Travel Industry. Mr.
Wang is a well-respected industry veteran with extensive hotel development and management experience. Mr. Wang has been recognized as a leader in various industry leadership lists, including the “List of the Most Innovative Business Figures in China in 2019” and the “List of 40 Leaders of China’s Hospitality Industry within the Past 40 Years.” Mr.
Wang is a non-practicing member of Chinese Institute of Certified Public Accountants (CICPA) and a member of The Association of International Accountants (AIA) and a fellow member of the Association of Chartered Certified Accountants (ACCA), and has been appointed as Deputy President of China Association of Chief Financial Officers on 2021. Mr.
Can Wang has been a non-practising member of the Chinese Institute of Certified Public Accountants, a deputy president of the China Association of Chief Financial Officers since April 2021 and a fellow member of the Association of Chartered Certified Accountants since January 2024. 6.B.
Term of the Public Company Plan. Unless otherwise determined by the Administrator, the term of the Public Company Plan shall be indefinite. Termination of the Public Company Plan.
Term of the Public Company Plan. Unless otherwise determined by the administrator, the term of the Public Company Plan shall be indefinite. Termination of the Public Company Plan. The Public Company Plan may be suspended, discontinued or terminated by the board, except to the extent prohibited by applicable laws.
(4) The business address of Cong Lin is 2 Guanghua Road, C-2711, Chaoyang District, Beijing, People’s Republic of China. (5) The business address of Can Wang is Floor 18, Block A, Tower 3, WangjingSOHO, 1 East Futong Avenue, Chaoyang District, Beijing, People’s Republic of China.
(4) The business address of Yingchun Song is Floor 46, One Corporate Avenue 1, 1505 Zhongshan Avenue, Jiang’an District, Wuhan, Hubei Province, People’s Republic of China. (5) The business address of Can Wang is Floor 18, Block A, Tower 3, Wangjing SOHO, 1 East Futong Avenue, Chaoyang District, Beijing, People’s Republic of China.
Compensation-Share Incentive Plans.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Each of our executive officers is employed for an indefinite term, unless terminated pursuant to the terms of the agreements or as mutually agreed by the parties thereto.
Each of our executive officers is employed for an indefinite term, unless terminated pursuant to the terms of the agreements or as mutually agreed by the parties thereto. We may terminate an executive officer’s employment for cause at any time without advance notice in certain events.
Lin graduated from Beijing Union University. Mr. Can Wang has served as our director since November 2022. Mr. Wang has also served as independent non-executive director of Clarity Medical Group Holding Limited since September 2024. Mr. Wang was the chief financial officer of New Hope Group Co. Ltd from September 2022 to January 2024.
Can Wang has served as our independent director since November 2022. Mr. Can Wang previously served as the chief financial officer of New Hope Group Co., Ltd., and the chairman of New Hope Financial Co., Ltd. Mr.
(8) Represents 45,428,598 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands. The foregoing beneficial ownership information of Diviner Limited is based on the Amendment No. 2 to Schedule 13G filed by Diviner Limited with the SEC on November 8, 2024.
(8) Represents 22,234,836 Class A Ordinary Shares held of record by Norges Bank Investment Management, a company registered in Norway. The foregoing beneficial ownership information of Norges Bank Investment Management is based on Schedule 13G filed by Norges Bank Investment Management with the SEC on January 27, 2026.
Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 9,191,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and the 4,931,487 Class A ordinary shares beneficially owned by the minority shareholder based on our register of members dated as of March 31, 2025.
Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited pursuant to certain irrevocable proxy and power of attorney with regard to those Class A ordinary shares.
As of March 31, 2025, a total of 29,784,429 share options corresponding to 29,784,429 underlying Class A ordinary shares had been granted to the participants under the Public Company Plan. The following paragraphs summarize the key terms of the Public Company Plan. Types of Awards.
As of March 31, 2026, the number of underlying Class A ordinary shares pursuant to the outstanding share options granted under the Public Company Plan amounted to 7,029,645 shares.
Wang served in the finance department of Best Buy Commercial (Shanghai) Co., Ltd. and Dazhong Transportation (Group) Co., Ltd., a company listed on the Shanghai Stock Exchange under the stock code of “600611.” Mr. Wang graduated from Fudan University and received his master’s degree in business administration from Fudan University. ​ 91 Table of Contents Mr.
From July 1999 to January 2007, Mr. Shoudong Wang worked at the finance department of Dazhong Transportation (Group) Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600611). Mr.
Gao contributes more than a decade of experience in the practice of law and is specialized in corporate finance, risk management, and regulatory compliance. Ms. Gao graduated from Shanghai Normal University. Mr. Shiwei Zhou currently serves as our director. Mr. Zhou has also served as a vice president of Trip.com Group Ltd. since 2015. Mr.
From January 2018 to December 2022, she served as vice president (legal), managing overall legal affairs for the Group and its subsidiaries. Ms. Gao contributes more than a decade of experience in the practice of law and is specialized in risk management, regulatory compliance, corporate governance, internal audit and control, and government relations. Before joining us, Ms.
Lijun Gao has served as our Chief Compliance Officer since 2023 and a director since 2021. Ms. Gao joined us in 2013 and served as our general counsel from January 2015 to October 2018 and as our Vice President in charge of legal matters from January 2018 to December 2022. Ms.
Gao joined us in April 2013, and has held various leadership roles within the Company. From April 2014 to January 2015, she served as corporate counsel, overseeing corporate legal affairs. Ms. Gao was our general counsel from January 2015 to October 2018, responsible for overseeing the Company’s legal matters.
(6) Represents 18,448,719 Class A ordinary shares represented by 6,149,573 ADSs held by OLP Capital Management Limited, a company registered in Hong Kong. The foregoing beneficial ownership information of OLP Capital Management Limited is based on the Schedule 13G filed by OLP Capital Management Limited with the SEC on November 14, 2024.
The foregoing beneficial ownership information of OLP Capital Management Limited is based on the Schedule 13G jointly filed by OLP Capital Management Limited, Richard Li and Di Fan Shen with the SEC on November 13, 2025 and Form F13 filed by OLP Capital Management Limited with the SEC on February 13, 2026.
Wang worked for Home Inns, Jinjiang Inn, as well as other reputable hotel companies. As the founder of Atour, the first upper midscale lifestyle hotel chain in China, Mr. Wang is a well-respected industry veteran with extensive hotel development and management experience. Mr.
From September 2001 to September 2003, he served as the development director at Shanghai Home Inn Hotel Management Co., Ltd. From June 2003 to October 2004, he was the development director at Shanghai Jinjiang Inn Investment and Management Co., Ltd. As the founder of our Group, which is the first upper midscale lifestyle hotel chain in China, Mr.
Zhou received a Master of Business Administration from the University of Southern California, a Master of Science from Columbia University, and a Bachelor of Engineering from Tongji University. He is a Certified Financial Analyst (CFA). Ms. Chao Zhang has served as our director since November 2022. Ms. Zhang has been a professor in Beijing International Studies University since 2015. Ms.
He earned a master’s degree of science from Columbia University in the United States in May 1999 and a master’s degree of business administration from the University of Southern California in the United States in May 2005. Mr. Zhou is also a certified financial analyst; he was certified by the CFA Institute in September 2010. 97 Table of Contents Ms.
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Wu spent eight years with CMB International Capital Limited. Before joining CMBI in 2015, Mr. Wu was employed by UBS Securities Co. Limited in its Investment Banking Division from 2008. He received his bachelor’s degree in economics from the Tsinghua University School of Economics and Management in 2008. Ms.
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Wang graduated with a bachelor’s degree in tourism management from Yanshan University in the PRC in July 1999 and received an executive master’s degree in business administration from the China Europe International Business School in the PRC in September 2009. Mr.
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Zhang graduated from Yanshan University and received her master’s degree in Tourism Administration from Nankai University and her doctor’s degree in Regional Economics from Peking University. Mr. Cong Lin has served as our director since November 2022. Previously, Mr. Lin had served as a senior vice president at Marriott International China between 2003 and 2020. Mr.
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Prior to joining us, Mr. Wu worked at CMB International Capital Corporation Limited from July 2015 to July 2023, with his last position being managing director of the corporate finance department. Before that, he was a director of the global banking department at UBS Securities Co. Limited from July 2008 to August 2014. Mr.
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From 2020 to 2023, he was also a director at Health and Happiness International Holdings Limited. Mr. Wang has also served in various senior management roles, including chief financial officer, chief growth officer and executive director, at Fosun International from 2012 to 2020. Mr.
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Shoudong Wang obtained a bachelor’s degree in accounting from Fudan University in the PRC in July 1999 and a master’s degree in business administration from Fudan University in January 2007. Ms. Lijun Gao has served as our chief compliance officer since January 2023 and as a Director since March 2021. Ms.
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Wang graduated from Anhui University in 1997 and received his MBA degree from China Europe International Business School in 2014. 6.B. Compensation In 2024, we paid an aggregate of RMB17.05 million (US$2.34 million) in cash to our executive officers and directors.
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Gao accumulated significant legal experience in other organizations. From October 2010 to May 2012, she served as legal manager at H World Group, where she oversaw regional development projects and legal matters related to corporate investments and acquisitions.
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(1) Certain awards shown in this table were issued under the Public Company Plan to replace the awards previously granted to such individuals under the 2017 PRC Plan between July 2017 and March 2021. ​ As of March 31, 2025, our employees and other qualified individuals other than members of our senior management as a group held a total of 22,225,074 share options granted under the Public Company Plan.
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From April 2008 to July 2010, she worked as a lawyer at Shanghai Jinliang Law Firm, focusing on non-litigation legal services in foreign direct investment and real estate. Ms. Gao graduated with a bachelor’s degree in law from Shanghai Normal University in the PRC in July 2006. Mr. Shiwei Zhou has served as our director since March 2021.
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These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares Beneficially Owned ​ ​ Class A Ordinary ​ Class B Ordinary ​ % of Beneficial ​ % of Aggregate ​ ​ Shares Shares Ownership** Voting Power*** Directors and Executive Officers:† ​ ​ ​ ​ ​ ​ ​ ​ Haijun Wang (1) 11,154,603 ​ 73,680,917 ​ 20.2 ​ 69.1 Shoudong Wang ​ * ​ — ​ * ​ * Jianfeng Wu ​ * ​ — ​ * ​ * Lijun Gao ​ * ​ — ​ * ​ * Shiwei Zhou (2) ​ — ​ — ​ — ​ — Chao Zhang (3) ​ — ​ — ​ — ​ — Cong Lin (4) ​ — ​ — ​ — ​ — Can Wang (5) ​ — ​ — ​ — ​ — All Directors and Executive Officers as a Group ​ 12,536,215 ​ 73,680,917 ​ 20.5 ​ 69.2 Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ Sea Pearl Worldwide Holding Limited (1) ​ 6,622,899 ​ 73,680,917 ​ 19.4 ​ 69.0 OLP Capital Management Limited (6) ​ 21,607,185 ​ — ​ 5.2 ​ 2.0 Trip.com Travel Singapore Pte.
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In addition to his role within the Group, Mr. Zhou has held numerous senior leadership and directorship positions in various organizations. He has served as vice president of strategic investments at Ctrip Travel Information Technology (Shanghai) Co., Ltd. from November 2015 to November 2021, and at Trip.com Group Limited since November 2021, respectively.
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Diviner Limited is ultimately controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a PRC limited company. Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership) is controlled by Jin Bian. The registered address of Diviner Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town Tortola, British Virgin Islands.
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He has also been the general manager of Trip.com Investment (Shanghai) Co., Ltd. since December 2021, as well as an executive director and the general manager of Shanghai Kehui Venture Capital Co., Ltd. since November 2021. He has served as an executive director and financial officer at Shanghai Yecheng Information Technology Co., Ltd. since June 2024. Mr.
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Zhou received a bachelor’s degree in engineering from Tongji University in the PRC in July 1998, majoring in industrial and civil construction engineering within the department of construction engineering.
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Chao Zhang has served as our independent director since November 2022. Since 2006, Ms. Zhang has been with Beijing International Studies University, starting as a lecturer. She was promoted to a master’s degree supervisor in 2009 and also became a professor, where she has been involved in discipline development, talent cultivation, scientific research, and international collaboration. Ms.
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Zhang obtained a bachelor’s degree in tourism administration from Yanshan University in the PRC in July 1998. She earned a master’s degree in tourism administration from Nankai University in the PRC in July 2003 and a doctorate in regional economics from Peking University in the PRC in July 2006. Mr.
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Yingchun Song has served as our independent director since November 2025. Mr. Song has extensive experience in the retail chain industry. He founded Wuhan Today Dream Trading Co., Ltd., which operates the “Today Convenience Store” brand, in July 2008, and has served as its chairman ever since, overseeing supply chain management and brand operations. Mr.
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Song has served as a director of the Alibaba Foundation since 2021. He currently also holds senior positions in business associations and has been serving as an executive director of China Chain Store & Franchise Association since 2023 and as the president of Wuhan Young Entrepreneurs Association since May 2023. Mr.
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Can Wang has been an independent non-executive director of Clarity Medical Group Holding Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1406) since September 2024.
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He was also an independent non-executive director of Health and Happiness (H&H) International Holdings Limited, a company listed on the Hong Kong Stock Exchange (stock code: 1112) from March 2020 to December 2022. Mr.
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Can Wang worked in the group of companies comprising Fosun International Limited (“Fosun International”), a company listed on the Hong Kong Stock Exchange (stock code: 0656), and its subsidiaries from time to time (“Fosun Group”) from November 2012 to January 2020. Mr. Can Wang once worked as the chief growth officer and the chief financial officer of Fosun Group.
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He was an executive director and senior vice president of Fosun International from March 2017 to January 2020, a non-executive director of Shanghai Fosun Pharmaceutical (Group) Co., Ltd., a company listed on the Hong Kong Stock Exchange (stock code: 2196) and the Shanghai Stock Exchange (stock code: 600916) from June 2016 to January 2020, a non-executive director of Fosun Tourism Group, a company listed on the Hong Kong Stock Exchange (delisted; previous stock code: 1992) from August 2018 to January 2020 and a director of Shanghai Ganglian E-commerce Holdings Co., Ltd., a company listed on the Shenzhen Stock Exchange (stock code: 300226) from May 2017 to October 2019.
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Prior to joining the Fosun Group, Mr. Can Wang worked in Kingdee Software (China) Co., Ltd., PricewaterhouseCoopers Zhong Tian LLP, Standard Chartered Bank (China) Limited and H World Group. Mr.
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Can Wang obtained an associate degree in English from Anhui University in the PRC in June 1997 and an executive master’s degree of business administration from the China Europe International Business School in the PRC in August 2014. Mr.
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For share incentive grants to our directors and executive officers, see “Item 6. Directors, Senior Management and Employees — 6. B. Compensation — Share Incentive Plans.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
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The relevant Class A ordinary shares are held by the depositary, which exercises the voting rights attached to such Class A ordinary shares based on the voting instructions from the vested share options grantees as ADSs holders in accordance with the provisions of the deposit agreement. The following paragraphs summarize the key terms of the Public Company Plan.
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Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2026 by: · each of our directors and executive officers; and 103 Table of Contents · each person known to us to beneficially own more than 5% of our ordinary shares.
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Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Compensation—Share Incentive Plans.” 99 Table of Contents Other Related Party Transactions In the ordinary course of business, from time to time, we carry out other transactions and enter into other arrangements with other related parties. None of these transactions or arrangements are considered to be material except for the following.
Compensation—Share Incentive Plans.” Other Related Party Transactions In the ordinary course of business, from time to time, we carry out other transactions and enter into other arrangements with other related parties. None of these transactions or arrangements are considered to be material except for the following.
The table below sets forth the balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ RMB RMB ​ ​ (in thousands) Amounts due from related parties Trip.com Group 115,900 ​ 146,120 Amounts due to related parties Trip.com Group 1,104 ​ 2,101 ​ ​ 7.C.
The table below sets forth the balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Amounts due from related parties ​ ​ ​ ​ Trip.com Group 115,900 ​ 146,120 ​ 192,289 Amounts due to related parties ​ ​ ​ ​ Trip.com Group 1,104 ​ 2,101 ​ 2,886 ​ ​ 7.C.
The table below sets forth the major related parties and their relationship with us as of and for the year ended December 31, 2024 Name of related parties Relationship with the Company Trip.com Group Ltd. and its subsidiaries (collectively referred to as “Trip.com Group”) ​ Major shareholder of the Company and its affiliated entities ​ The table below sets forth our material related party transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB ​ ​ (in thousands) Hotel reservation payments collected on behalf of the Company ​ ​ ​ ​ ​ Trip.com Group 692,771 ​ 1,441,229 ​ 1,741,238 Hotel reservation service fees ​ ​ ​ ​ ​ Trip.com Group ​ 11,334 ​ 28,686 ​ 34,745 Corporate travel management service ​ ​ ​ ​ ​ ​ Trip.com Group — ​ — ​ 23,211 ​ We conduct transactions with Trip.com Group, the entities affiliated with a major shareholder of the Company, in the ordinary course of our business.
The table below sets forth the major related parties and their relationship with us as of and for the year ended December 31, 2025: Name of related parties ​ ​ ​ Relationship with the Company Trip.com Group Limited and its subsidiaries (collectively referred to as “ Trip.com Group ”) ​ Major shareholder of the Company ​ 105 Table of Contents The table below sets forth our material related party transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ (in thousands) Hotel reservation payments collected on behalf of the Company ​ ​ ​ ​ ​ Trip.com Group 1,441,229 ​ 1,741,238 ​ 2,138,540 Hotel reservation service fees ​ ​ ​ ​ ​ Trip.com Group ​ 28,686 ​ 34,745 ​ 37,611 Corporate travel management service ​ ​ ​ ​ ​ ​ Trip.com Group — ​ 23,211 ​ 24,541 ​ We conduct transactions with Trip.com Group, the entities affiliated with a major shareholder of the Company, in the ordinary course of our business.
Trip.com Group has rendered online travel agency reservation services to us in exchange for certain hotel reservation service fees. Atour Shanghai entered into certain collaboration agreement (the “Collaboration Agreement”) with certain subsidiaries of Trip.com Group Ltd. (the “Trip.com Parties”) on January 1, 2018.
Trip.com Group has rendered online travel agency reservation services to us in exchange for certain hotel reservation service fees and corporate travel management services for certain corporate travel management fees. Atour Shanghai entered into certain collaboration agreement (the “ Collaboration Agreement ”) with certain subsidiaries of Trip.com Group Limited (the “ Trip.com Parties ”) on January 1, 2018.
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Interests of Experts and Counsel Not applicable. 100 Table of Contents

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