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Atour Lifestyle Holdings Ltd

Atour Lifestyle Holdings LtdATAT決算レポート

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 — 2022 vs 2023

Top changes in Atour Lifestyle Holdings Ltd's 2023 20-F

525 paragraphs added · 542 removed · 431 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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If we fail to obtain required approval or complete other review or filing procedures, under the CSRC Filing Rules or otherwise, for any future overseas securities offering or listing, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations in China, limitations on our operating privileges in China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
If we fail to obtain required approval or complete other review or filing procedures, under the CSRC Filing Rules or otherwise, for any future overseas securities offering or listing, we may face sanctions by the CSRC or other PRC regulatory authorities, which may include fines and penalties on our operations in China, limitations on our operating privileges in China, restrictions on or prohibition of the payments or remittance of dividends by our subsidiaries in China, restrictions on or delays to our future financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of the ADSs.
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 our ADSs.” 3 Table of Contents 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 auditor, and as a result, U.S. national securities exchanges, such as Nasdaq, may determine to delist the ADSs.” 3 Table of Contents 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.
In connection with our prior initial public offering and Nasdaq listing status, we had applied for and completed a cybersecurity review with respect to the listing of our ADSs on the Nasdaq pursuant to the Cybersecurity Review Measures.
In connection with our prior initial public offering and Nasdaq listing status, we had applied for and completed a cybersecurity review with respect to the listing of the ADSs on the Nasdaq pursuant to the Cybersecurity Review Measures.
Risk Factors—Risks Related to Our ADSs—The approval or filing of the China Securities Regulatory Commission or other PRC regulatory agencies may be required to maintain our listing status or conduct future offshore securities offerings.” We manage our business operations in a prudent manner where we determine whether a particular regulatory permission or approval is required based on opinions and guidance from our in-house and external legal counsel and relevant governmental authorities, as the case may be.
Risk Factors—Risks Related to The ADSs—The approval or filing of the China Securities Regulatory Commission or other PRC regulatory agencies may be required to maintain our listing status or conduct future offshore securities offerings.” We manage our business operations in a prudent manner where we determine whether a particular regulatory permission or approval is required based on opinions and guidance from our in-house and external legal counsel and relevant governmental authorities, as the case may be.
The final Cybersecurity Review Measures provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review.
The final Cybersecurity Review Measures provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review.
Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security.
Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities of such company affect or may affect national security.
We may be involved in legal and administrative proceedings in the ordinary course of our business. Any adverse outcome of these legal proceedings could have a material adverse effect on our business, results of operations and financial condition.
We may be involved in legal and administrative proceedings in the ordinary course of our business. Any adverse outcome of these legal and administrative proceedings could have a material adverse effect on our business, results of operations and financial condition.
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 PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond.
The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond.
Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including our ADS holders) and any gain realized on the sale or other disposition of ADSs or Class A ordinary shares by such shareholders (including ADS holders) may be subject to PRC tax at a rate of 20% (which in the case of dividends may be withheld at source).
Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including holders of the ADS) and any gain realized on the sale or other disposition of ADSs or Class A ordinary shares by such shareholders (including holders of the ADS) may be subject to PRC tax at a rate of 20% (which in the case of dividends may be withheld at source).
These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders (including ADS holders) of our company would, in practice, be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.
These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders (including holders of the ADS) of our company would, in practice, be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise.
The interpretation and application of the regulations remain unclear. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded.
The interpretation and application of the regulations remain unclear. If CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded.
Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval we have obtained, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
Any failure to obtain or delay in obtaining CSRC approval for any of our offshore offerings, or a rescission of such approval we have obtained, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
You will not be able to directly exercise any right to vote with respect to the underlying Class A ordinary shares unless you cancel the ADSs and withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting.
You will not be able to directly exercise any right to vote with respect to the underlying Class A ordinary shares unless you cancel the ADSs and withdraw the Class A ordinary shares and become the registered holder of such shares prior to the record date for the general meeting.
In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may pay a dividend out of either profit or a share premium account, provided always that in no circumstances may a dividend be paid if this would result in us being unable to pay its debts as they fall due in the ordinary course of business.
In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may pay a dividend out of either profit or a share premium account, provided always that in no circumstances may a dividend be paid if this would result in us being unable to pay our debts as they fall due in the ordinary course of business.
In particular, our scenario-based 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; 20 Table of Contents · lack of effective control 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; 20 Table of Contents ● lack of effective control over our franchisees, who act as distributors for our retail products; and ● inventory impairment risks.
If our self-owned online store or content is found to be in violation of any such requirements, we may be penalized by relevant authorities, and our operations or reputation could be adversely affected. Risks Related to Our ADSs We will incur additional costs as a result of being a public company.
If our self-owned online store or content is found to be in violation of any such requirements, we may be penalized by relevant authorities, and our operations or reputation could be adversely affected. Risks Related to The ADSs We will incur additional costs as a result of being a public company.
The continuing COVID-19 pandemic also increased the probability that franchisees will be unable to fund working capital and to repay or refinance indebtedness, which may cause our franchisees to declare bankruptcy. Such bankruptcies may result in termination of our franchise and management agreements and eliminate our anticipated income and cash flows.
The COVID-19 pandemic also increased the probability that franchisees will be unable to fund working capital and to repay or refinance indebtedness, which may cause our franchisees to declare bankruptcy. Such bankruptcies may result in termination of our franchise and management agreements and eliminate our anticipated income and cash flows.
To the extent COVID-19 adversely affects our business, financial condition and results of operations, it may also heighten some of the other risks described in this section. 8 Table of Contents If our brand reputation is harmed, it could have a material adverse effect on our business and results of operations.
To the extent the COVID-19 pandemic adversely affects our business, financial condition and results of operations, it may also heighten some of the other risks described in this section. 8 Table of Contents If our brand reputation is harmed, it could have a material adverse effect on our business and results of operations.
Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial. Our authorized and issued ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and the ADSs may view as beneficial. Our authorized and issued ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
The CSRC Filing Rules state that, any post-listing follow-on offering by an issuer in an 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 CSRC Filing Rules state that, any post-listing follow-on offering by an issuer in an 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 appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of our subsidiary. Appropriation to the other two reserve funds are at our subsidiaries’ discretion.
The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of our subsidiary. Appropriation to the other two reserve funds is at our subsidiaries’ discretion.
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.
We may not possess enough knowledge or experience in expanding into these new market segments and we may face more competition in such new market segments. We cannot assure you that our efforts in developing new hotel will be successful.
We may not possess enough knowledge or experience in expanding into these new market segments and we may face more competition in such new market segments. We cannot assure you that our efforts in developing new hotel brands will be successful.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: · the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers or current reports on Form 8-K; 46 Table of Contents · the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; · the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and · the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Negative publicity concerning these parties could be related to a wide variety of matters, including, but are not limited to: · alleged misconduct or other improper activities committed by our directors, officers, and employees, our franchisees and their personnel, as well as our business partners; · false or malicious allegations or rumors about us or our directors, shareholders, affiliates, officers, employees and franchisees; · complaints by our customers about our products and services; · security breaches of private customer or transaction data; · employment-related claims relating to alleged employment discrimination, wage and hour violations; and · governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations.
Negative publicity concerning these parties could be related to a wide variety of matters, including, but are not limited to: ● alleged misconduct or other improper activities committed by our directors, shareholders, officers, and employees, our franchisees and their personnel, as well as our business partners; ● false or malicious allegations or rumors about us or our directors, shareholders, affiliates, officers, employees and franchisees; ● disputes between us and our directors, shareholders, affiliates, officers, employees and franchisees and among these parties; ● complaints by our customers about our products and services; ● security breaches of private customer or transaction data; ● employment-related claims relating to alleged employment discrimination, wage and hour violations; and ● governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations.
However, our PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year and depends on the composition of our income and assets and the average value of our assets from time to time, including the value of our goodwill (which may be determined, in part, by reference to our market capitalization, which could be volatile).
However, our PFIC status for any taxable year is an annual factual determination that can be made only after the end of that year and depends on the composition of our income and assets and the average value of our assets from time to time, including the value of our goodwill and other intangible assets (which may be determined, in part, by reference to our market capitalization, which could be volatile).
Although we have registered “ Yaduo ”, “Atour” 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.
Although we have registered “ Yaduo ,” “ Atour ” 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.
In 2022, 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 our Hong Kong subsidiary, Atour Hotel (HK) Holdings Limited to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be.
In 2023, 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 our Hong Kong subsidiary, Atour Hotel (HK) Holdings Limited to our PRC subsidiary Atour Shanghai via capital contribution and shareholder loans, as the case may be.
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. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.
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. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.
We primarily derive our revenues from (i) franchise and management fees from our manachised hotels and sales of hotel supplies to manachised hotels, (ii) operations of our leased hotels, and (iii) sales of our retail products in connection with our scenario-based retail business. We generated net revenues of Atour Light, Atour X, Atour, ZHOTEL, Atour S, and A.T. House.
We primarily derive our revenues from (i) franchise and management fees from our manachised hotels and sales of hotel supplies to manachised hotels, (ii) operations of our leased hotels, and (iii) sales of our retail products in connection with our retail business. We generated net revenues of Atour Light, Atour X, Atour, ZHOTEL, Atour S, and A.T. House.
We expect to make significant investments in the expansion and operations of our hotel network and lifestyle brand portfolio, and the development of our technological capabilities, which may increase our net cash used in operating activities. Our sales and marketing expenses may also increase to retain existing customers and attract new customers.
We expect to make significant investments in the expansion and operations of our hotel network and lifestyle brand portfolio, and the development of our technological capabilities, which may increase our net cash used in operating activities. Our selling and marketing expenses may also increase to retain existing customers and attract new customers.
The third-party and private label products that we sell through our scenario-based 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 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.
We may not be successful in developing and achieving expected returns from our new products or services, including our innovative scenario-based retail services. In addition to our hotel offerings, we are also currently engaged in other innovative business lines, including our scenario-based retail (including our expanding private label product offerings).
We may not be successful in developing and achieving expected returns from our new products or services, including our innovative retail services. In addition to our hotel offerings, we are also currently engaged in other innovative business lines, including our retail business (including our expanding private label product offerings).
Failure to engage in sales and marketing activities in a cost-effective manner may reduce our market share, cause our sales to decline, slow down the growth of our scenario-based retail business, negatively impact our profitability, and materially harm our business, financial condition and results of operations.
Failure to engage in sales and marketing activities in a cost-effective manner may reduce our market share, cause our sales to decline, slow down the growth of our retail business, negatively impact our profitability, and materially harm our business, financial condition and results of operations.
If any of our suppliers and other business partners experiences financial distress, suffers business disruptions, goes out of business or files for bankruptcy due to the COVID-19 outbreak, our business, results of operations and financial condition could be materially and adversely affected.
If any of our suppliers and other business partners experiences financial distress, suffers business disruptions, goes out of business or files for bankruptcy due to the COVID-19 pandemic, our business, results of operations and financial condition could be materially and adversely affected.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law. We are an exempted company incorporated under the laws of the Cayman Islands.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law. We are an exempted company with limited liability incorporated under the laws of the Cayman Islands.
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.
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.
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. 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 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.
In addition, under our amended and restated articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the Class A ordinary shares underlying the ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly.
In addition, under our amended and restated articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the Class A ordinary shares represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly.
ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.
Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as holder of the Class A ordinary shares underlying the ADSs. Upon receipt of your voting instructions, the depositary may try to vote the Class A ordinary shares underlying the ADSs in accordance with your instructions.
Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as holder of the Class A ordinary shares represented by your ADSs. Upon receipt of your voting instructions, the depositary may try to vote the Class A ordinary shares represented by your ADSs in accordance with your instructions.
For the years ended December 31, 2020 and 2021, we did not recognize any share-based compensation expenses for the share options granted as such awards contain a performance condition such that the awards vest upon the completion of a Qualified IPO defined under our share incentive plans and is not considered probable until the event happens.
For the year ended December 31, 2021, we did not recognize any share-based compensation expenses for the share options granted as such awards contain a performance condition such that the awards vest upon the completion of a Qualified IPO defined under our share incentive plans and is not considered probable until the event happens.
As an exempted company incorporated in the Cayman Islands, we are not obliged by the Companies Act (As Revised) to call shareholders’ annual general meetings. Our Ninth Amended and Restated Memorandum and Articles of Association provide that we may (but are not obliged to) each year hold a general meeting as our annual general meeting.
As an exempted company with limited liability incorporated in the Cayman Islands, we are not obliged by the Companies Act (As Revised) to call shareholders’ annual general meetings. Our Ninth Amended and Restated Memorandum and Articles of Association provide that we may (but are not obliged to) each year hold a general meeting as our annual general meeting.
We rely on our sales and marketing efforts to enlarge our customer base and drive the spending of our customers. In particular, effective sales and marketing activities are crucial to the expansion and success of our scenario-based retail business.
We rely on our sales and marketing efforts to enlarge our customer base and drive the spending of our customers. In particular, effective sales and marketing activities are crucial to the expansion and success of our retail business.
Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations. Some of our existing development pipeline may not be developed into new hotels, which could materially and adversely affect our growth prospects.
Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations. 10 Table of Contents Some of our existing development pipeline may not be developed into new hotels, which could materially and adversely affect our growth prospects.
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, or the 2021 Determinations, including our auditor.
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, or the 2021 Determination. Our auditor is located in mainland China.
As an exempted company incorporated in the Cayman Islands and listed on the Nasdaq, we are subject to corporate governance listing standards of Nasdaq. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country.
As an exempted company with limited liability incorporated in the Cayman Islands and listed on the Nasdaq, we are subject to corporate governance listing standards of Nasdaq. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country.
These actions could expose us to negative publicity and to substantial monetary damages and legal defense costs, injunctive reliefs, and criminal and civil liabilities and/or penalties. 28 Table of Contents We are subject to third-party payment processing-related risks. We accept payments through major third-party online payment channels in China, as well as bank transfers and credit cards.
These actions could expose us to negative publicity and to substantial monetary damages and legal defense costs, injunctive reliefs, and criminal and civil liabilities and/or penalties. We are subject to third-party payment processing-related risks. We accept payments through major third-party online payment channels in China, as well as bank transfers and credit cards.
When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares underlying the ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting.
When a general meeting is convened, you may not receive sufficient advance notice of the meeting to enable you to withdraw the shares represented by your ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting.
The PRC government also has significant authority to exert influence on the ability of a China-based company, such as our company, to conduct its business. The global macroeconomic environment faces significant challenges in the near-term future.
The PRC government also has significant authority to exert influence on the ability of a China-based company, such as our company, to conduct its business. 29 Table of Contents The global macroeconomic environment faces significant challenges in the near-term future.
Business Overview—Regulation—Regulations on Offshore Financing”. 36 Table of Contents We are committed to complying with and to ensuring that our shareholders and beneficial owners who are subject to these regulations will comply with the relevant SAFE rules and regulations.
Business Overview—Regulation—Regulations on Offshore Financing.” 36 Table of Contents We are committed to complying with and to ensuring that our shareholders and beneficial owners who are subject to these regulations will comply with the relevant SAFE rules and regulations.
This means that you may not be able to exercise your right to direct how the shares underlying the ADSs are voted and you may have no legal remedy if the shares underlying the ADSs are not voted as you requested. You may be subject to limitations on the transfer of the ADSs.
This means that you may not be able to exercise your right to direct how the shares represented by your ADSs are voted and you may have no legal remedy if the shares represented by your ADSs are not voted as you requested. You may be subject to limitations on the transfer of the ADSs.
As of December 31, 2022, we have obtained such basic business license and special industry license in compliance with applicable PRC laws and regulations.
As of December 31, 2023, we have obtained such basic business license and special industry license in compliance with applicable PRC laws and regulations.
“Atour” and “Yaduo” represent a well-recognized brand in China’s hospitality industry and the success of our business depends in part upon our continued ability to use our brand, trade names and trademarks to increase brand awareness and to further develop our brand.
“ Atour ” and “Yaduo” represent a well-recognized brand in China’s hospitality industry and the success of our business depends in part upon our continued ability to use our brand, trade names and trademarks to increase brand awareness and to further develop our brand.
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.
In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or Class A ordinary shares, if such gain is treated as derived from a PRC source.
In addition, nonresident enterprise shareholders (including holders of the ADS) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or Class A ordinary shares, if such gain is treated as derived from a PRC source.
You will only be able to exercise the voting rights which attach to the Class A ordinary shares underlying the ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement.
You will only be able to exercise the voting rights which attach to the Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement.
If we are unsuccessful in addressing any of these risks or challenges, our business may be materially and adversely affected. The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our financial and operating performance. The COVID-19 pandemic has negatively impacted the global economy. Our business experienced challenges throughout 2022 Due to the pandemic.
If we are unsuccessful in addressing any of these risks or challenges, our business may be materially and adversely affected. The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our financial and operating performance. The COVID-19 pandemic has negatively impacted the global economy.
As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we previously had applied for and completed a cybersecurity review with respect to the listing of our ADSs on Nasdaq pursuant to the Cybersecurity Review Measures.
As a network platform operator who possesses personal information of more than one million users for purposes of the Cybersecurity Review Measures, we previously 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.
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 in November 2022, to replace the 2017 PRC 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 in November 2022, to replace the 2017 PRC Plan.
In turn, this could decrease the demand for our products and services, increase regulatory scrutiny and detrimentally effect our business.
In turn, this could reduce the demand for our products and services, increase regulatory scrutiny and detrimentally effect our business.
Similarly, war (including the potential for war), terrorist activity (including threats of terrorist activity) and travel-related accidents, as well as geopolitical uncertainty and international conflict, may affect travel and may in turn have a material adverse effect on our business and results of operations.
Similarly, war (including the potential for war), terrorist activity (including threats of terrorist activity) and travel-related accidents (such as bed bug infestation), as well as geopolitical uncertainty and international conflict, may affect travel and may in turn have a material adverse effect on our business and results of operations.
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.
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.
The inability of the PCAOB to conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.
The inability of the PCAOB to conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China subject to the same requirements.
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. 40 Table of Contents As of March 30, 2023, 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. 40 Table of Contents As of March 31, 2024, Mr.
For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.
For instance, various regulatory bodies in China, including the Cyberspace Administration of China, the Ministry of Public Security and the State Administration for Market Regulation, or the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.
While the majority of our standard lease agreements require the lessors to make such registrations, most of our leases entered into in connection with our leased hotels as of the date of this annual report have not been registered as required by PRC law, which may expose both lessors and lessees to potential monetary fines ranging from RMB1,000 to RMB10,000 for each non-registration.
While the majority of our standard lease agreements require the lessors to make such registrations, most of our leases entered into in connection with our leased hotels as of December 31, 2023 have not been registered as required by PRC law, which may expose both lessors and lessees to potential monetary fines ranging from RMB1,000 to RMB10,000 for each non-registration.
We have experienced substantial growth in the past. Over the past few years, we increased the number of our hotels in China to 932 as of December 31, 2022, and we intend to continue to convert, operate and manage additional hotels in markets where we have a presence and in additional cities in China.
We have experienced substantial growth in the past. Over the past few years, we increased the number of our hotels in China to 1,210 as of December 31, 2023, and we intend to continue to convert, operate and manage additional hotels in markets where we have a presence and in additional cities in China.
In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following: · variations in our net revenues, earnings and cash flows; · announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; · announcements of new offerings, solutions and expansions by us or our competitors; · changes in financial estimates by securities analysts; · detrimental adverse publicity about us, our services or our industry; · announcements of new regulations, rules or policies relevant to our business; · additions or departures of key personnel; · our controlling shareholder’s business performance and reputation; · release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and · potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following: ● variations in our net revenues, earnings and cash flows; ● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; ● announcements of new offerings, solutions and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● detrimental adverse publicity about us, our services or our industry; ● announcements of new regulations, rules or policies relevant to our business; ● additions or departures of key personnel; ● our controlling shareholder’s business performance and reputation; and ● potential litigation or regulatory investigations.
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 our ADSs on the Nasdaq pursuant to the Cybersecurity Review Measures. 2 Table of Contents CSRC Filing Requirements On February 17, 2023, the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, 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 representing our Class A ordinary shares on Nasdaq in November 2022 pursuant to the Cybersecurity Review Measures. 2 Table of Contents CSRC Filing Requirements On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023.
As of December 31, 2022, our lessors failed to provide us with the valid property ownership certificates and/or the land use rights certificates for approximately 7.7% of all of our leased hotels in terms of gross floor area.
As of December 31, 2023, our lessors failed to provide us with the valid property ownership certificates and/or the land use rights certificates for approximately 5.1% of all of our leased hotels in terms of gross floor area.
Moreover, any ongoing controversies between the United States and China, whether or not related to our business, could cause investors to be unwilling to hold or buy our ADSs and consequently cause the trading price of our ADSs to decline.
Moreover, any ongoing controversies between the United States and China, whether or not related to our business, could cause investors to be unwilling to hold or buy the ADSs representing our Class A ordinary shares and consequently cause the trading price of the ADSs to decline.
Our auditor is located in China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely, without the approval of the Chinese authorities.
Our auditor is located in China, a jurisdiction where the PCAOB has historically been unable to conduct inspections and investigations of auditors completely, without the approval of the Chinese authorities.
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.
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.
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 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 the Class A ordinary shares and/or ADSs.
Therefore, any of our future offering and listing of our securities in an overseas market will be subject to the filing requirements under the CSRC Filing Rules.
Therefore, any of our future offerings and listings of our securities in an overseas market will be subject to the filing requirements under the CSRC Filing Rules.
See “Item 10. Additional Information—10.E. Taxation—Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
See “Item 10. Additional Information-10.E. Taxation-Material U.S. Federal Income Tax Considerations-Passive Foreign Investment Company Rules.” ITEM 4. INFORMATION ON THE COMPANY
As of December 31, 2022, for approximately 24.4% of our leased hotels in terms of gross floor area, the lessors have not obtained the required governmental approvals for the properties to be used for hospitality use purposes.
As of December 31, 2023, for approximately 25.1% of our leased hotels in terms of gross floor area, the lessors have not obtained the required governmental approvals for the properties to be used for hospitality use purposes.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

132 edited+23 added−27 removed196 unchanged
Our CRS is fully integrated with all of our booking channels, including our mobile app, Weixin/WeChat mini program, third-party platforms and other reservation partners. 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 our mobile app, Weixin mini program, third-party platforms and other reservation partners. 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.
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.
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.
If the rectification plan is not approved, the responsible hotel managers are required to discuss, analyze and propose new plans in a dedicated Weixin/WeChat group. Through such dynamic performance review process, we keep improving our customer service to make sure we are meeting our guests’ expectations and the goals we set for ourselves.
If the rectification plan is not approved, the responsible hotel managers are required to discuss, analyze and propose new plans in a dedicated Weixin group. Through such dynamic performance review process, we keep improving our customer service to make sure we are meeting our guests’ expectations and the goals we set for ourselves.
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.
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; 62 Table of Contents ● 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.
Guest rooms will be larger than those in a standard Atour Hotel and comes with a living area, bringing a sense of home to our guests. The public area will also be more spacious than that in our standard Atour Hotel, and comes with two banquet halls, all-day dining, as well as other well-being amenities.
Guest rooms will be larger than those in a standard Atour Hotel and come with a living area, bringing a sense of home to our guests. The public area will also be more spacious than that in our standard Atour Hotel, and comes with two banquet halls, all-day dining, as well as other well-being amenities.
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); 64 Table of Contents · 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; ● 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.
We provide our A-Card members and the general public with convenient, friendly and updated services through our online service system consisting of our mobile app and our Weixin/WeChat mini program.
We provide our A-Card members and the general public with convenient, friendly and updated services through our online service system consisting of our mobile app and our Weixin mini program.
As of December 31, 2022, 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 rising Generation-Z population. Each Atour hotel brand has its own unique personality under the unified ethos of inclusivity and presence of humanness.
As of December 31, 2023, 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 rising Generation-Z population. Each Atour hotel brand has its own unique personality under the unified ethos of inclusivity and presence of humanness.
Our MRPS handles procurement of construction materials. We gather procurement requests from all our leased hotels, request for fee quote from at least three supplies, and enter into negotiations and eventually supply agreements with the suitable supplier. We collectively purchase from the suppliers and distribute the materials to each leased hotel based on its request.
Our MRPS handles procurement of construction materials. We gather procurement requests from all our leased hotels, request for fee quotes from at least three supplies, and enter into negotiations and eventually supply agreements with the suitable supplier. We collectively purchase from the suppliers and distribute the materials to each leased hotel based on its request.
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. 58 Table of Contents Sales and Marketing Our marketing strategy is designed to enhance our brand recognition and 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. 57 Table of Contents Sales and Marketing Our marketing strategy is designed to enhance our brand recognition and customer loyalty.
Leveraging the scale of our hotel network and our highly- efficient centralized procurement system, we believe we have the purchasing power to secure favorable terms from suppliers for all of our hotels. We generally require franchisees to procure certain construction materials and most of operating supplies from us. Construction materials include floor, ceiling, etc.
Leveraging the scale of our hotel network and our highly- efficient centralized procurement system, we believe we have the purchasing power to secure favorable terms from suppliers for all of our hotels. We generally require franchisees to procure certain construction materials and most of operating supplies from us. Construction materials include floor, ceiling and related materials.
Our other guest room amenities, including bath robes and towels are sealed in bags, so that we are not required to change them if the guests choose not to use them. Many of our products are also environmental friendly. For example, our beddings are manufactured with natural materials without the use of bleach and fluorescent.
Our other guest room amenities, including bath robes and towels are sealed in bags, so that we are not required to change them if the guests choose not to use them. Many of our products are also environmental-friendly. Our beddings are manufactured with natural materials without the use of bleach and fluorescent.
These enterprises are classified as either resident enterprises or non-resident enterprises. Besides enterprises established within the PRC, enterprises established in accordance with the laws of other judicial districts whose “de facto management bodies” are within the PRC are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income.
These enterprises are classified as either resident enterprises or nonresident enterprises. Besides enterprises established within the PRC, enterprises established in accordance with the laws of other judicial districts whose “de facto management bodies” are within the PRC are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income.
Our guests can book a stay with us and access our rich product and service offerings through offline and online channels, including our mobile app and Weixin/WeChat mini program. · “ A-Card” loyalty program with strong customer stickiness. We built our A-Card loyalty program to enhance our engagement with guests and provide them with a unique and personalized experience.
Our guests can book a stay with us and access our rich product and service offerings through offline and online channels, including our mobile app and Weixin mini program. ● “ A-Card ” loyalty program with strong customer stickiness. We built our A-Card loyalty program to enhance our engagement with guests and provide them with a unique and personalized experience.
The Atour Experience We believe the unique Atour experience is underpinned by three pillars - the creative hotel space, the “standardized” personalized guest services, and the lifestyle offerings that make Atour more than just a hotel brand. Creative Space Built By and For the Creative Class The Atour experience starts with our dynamic hotel space with identities.
The Atour Experience We believe the unique Atour experience is underpinned by three pillars — the creative hotel space, the “standardized” personalized customer services, and the lifestyle offerings that make Atour more than just a hotel brand. Creative Space Built By and For the Creative Class The Atour experience starts with our dynamic hotel space with identities.
Location Selection. We seek properties that are in central or highly accessible locations in economically more developed cities in order to maximize the room rates that we can charge, including business clusters, central business districts, development zones, areas near universities and transportation hubs.
We seek properties that are in central or highly accessible locations in economically more developed cities in order to maximize the room rates that we can charge, including business clusters, central business districts, development zones, areas near universities and transportation hubs.
Competition in China’s hospitality industry generally is based on brand reputation; the attractiveness of the facility; location; room rates; quality and consistency of services; quality of accommodations; variety and quality of amenities; food and beverage options; retail offerings; public areas and other guest services; and the attractiveness of loyalty programs.
Competition in China’s hospitality industry generally is based on brand reputation; the attractiveness of the facility; location; room rates; quality and consistency of services; quality of accommodations; variety and quality of amenities; food and beverage options; retail offerings; public areas and other customer services; and the attractiveness of loyalty programs.
In addition, we registered 62 national and international top-level domain names, including yaduo.com, as of December 31, 2022. 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 registered 62 national and international top-level domain names, including yaduo.com, as of December 31, 2023. 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.
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. 68 Table of Contents 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. Moreover, Circular 75 applies retroactively.
In addition, we typically seek properties that with an area of 3,500 square meters to 15,000 square meters that will accommodate 80 to 200 hotel rooms, with a lease term between 10 to 20 years. After identifying a proposed site, we conduct thorough due diligence and typically negotiate leases concurrently with the lessors.
In addition, we typically seek properties that with an area of 3,500 square meters to 15,000 square meters that will accommodate 80 to 200 hotel rooms, with a lease term between 5 to 15 years. After identifying a proposed site, we conduct thorough due diligence and typically negotiate leases concurrently with the lessors.
The Implementation Rules was later amended on May 29, 2016. Under these regulations, all foreign exchange matters involved in the employee stock ownership plan, stock option plan and other similar plans, participated by onshore individuals shall be transacted upon approval from the SAFE or its authorized branch.
The Implementation Rules was later amended on May 29, 2016 and on March 23, 2023. Under these regulations, all foreign exchange matters involved in the employee stock ownership plan, stock option plan and other similar plans, participated by onshore individuals shall be transacted upon approval from the SAFE or its authorized branch.
The MOFCOM Security Review Rule further prohibits foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. On December 19, 2020, the NDRC and MOFCOM promulgated the Measures for the Security Review of Foreign Investments which became effective on January 18, 2021.
The MOFCOM Security Review Rule further prohibits foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. 69 Table of Contents On December 19, 2020, the NDRC and MOFCOM promulgated the Measures for the Security Review of Foreign Investments which became effective on January 18, 2021.
The loyalty points can be used to redeem awards including coupons and lifestyle products. In addition to loyalty points, we also offer our members Jimu points, which are associated with membership tiers.
The loyalty points can be used to redeem awards including coupons and lifestyle products before expired. In addition to loyalty points, we also offer our members Jimu points, which are associated with membership tiers.
The concerned bank shall conduct spot checking in accordance with the relevant requirements. 67 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 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. 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.
Across all our brands, we are dedicated to offering every guest a unique, memorable experience, combining the idiosyncratic design and personalized services associated with boutique hotels with the peace of mind and consistency from staying with the world’s largest hotel chains. We operate our hotel brands under lease and “manachise” models.
Across all our brands, we are dedicated to offering every guest a unique, memorable experience, combining the idiosyncratic design and personalized services associated with boutique hotels with the peace of mind and consistency from staying with the world’s largest hotel chains. 49 Table of Contents We operate our hotel brands under lease and “manachise” models.
Our manachised hotels manage their cash separately. 57 Table of Contents Supply Chain and Procurement. Our MRPS handles all procurement requests relating to operating supplies and our private label consumer goods.
Our manachised hotels manage their cash separately. 56 Table of Contents Supply Chain and Procurement. Our MRPS handles all procurement requests relating to operating supplies and our private label consumer goods.
Business Overview We are the largest upper midscale hotel chain in China in terms of room number as of the end of 2022, according to Frost & Sullivan.
Business Overview We are the largest upper midscale hotel chain in China in terms of room number as of the end of 2023, according to Frost & Sullivan.
All leases and development plans are subject to the final approval of our investment committee. Lease Terms. Our leased hotels are located on properties we or our designated third parties lease from the owners of such properties. Our typical lease term ranges from 10 to 20 years. We typically enjoy an initial three- to six-month rent-free period.
All leases and development plans are subject to the final approval of our investment committee. Lease Terms. Our leased hotels are located on properties we or our designated third parties lease from the owners of such properties. Our typical lease term ranges from 5 to 15 years. We typically enjoy an initial three- to six-month rent-free period.
A non-resident enterprise refers to an entity established under foreign law whose “de facto management bodies” are not within the PRC but which have an establishment or place of business in the PRC, or which do not have an establishment or place of business in the PRC but have income sourced within the PRC.
A nonresident enterprise refers to an entity established under foreign law whose “de facto management bodies” are not within the PRC but which have an establishment or place of business in the PRC, or which do not have an establishment or place of business in the PRC but have income sourced within the PRC.
Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations. 4.D. Property, Plants and Equipment Our principal executive offices are located in Shanghai, China and occupy nearly 6,132 square meters of office space, all of which is leased by us.
Atour Shanghai then will transfer funds to its subsidiaries to meet the capital needs of our business operations. 4.D. Property, Plants and Equipment Our principal executive offices are located in Shanghai, China and occupy nearly 7,029 square meters of office space, all of which is leased by us.
Our franchise and management agreements for our manachised hotels typically run for a fixed term of 8 to 15 years, and may be extended upon mutual agreement between us and the franchisee three months prior to the expiration of the franchise and management agreements. Termination.
Our franchise and management agreements for our manachised hotels typically run for a fixed term of 8 to 15 years and may be extended upon mutual agreement between us and the franchisee six months prior to the expiration of the franchise and management agreements.
Risk Factors—Risks Related to Our Business and Industry—We have limited insurance coverage.” 60 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.” Regulations This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.
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.
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. 48 Table of Contents 4.B.
For a detailed discussion of our hotel network operated under lease and “manachise” models, please refer to “- Hotel Development” and “- Hotel Management.” 49 Table of Contents The following table sets forth the key information about each of our hotel brands. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 Brand ​ Positioning ​ Cities ​ Properties ​ Rooms ​ ​ ​ ​ ​ Manachised ​ Leased ​ ​ ​ A.T.
For a detailed discussion of our hotel network operated under lease and “manachise” models, please refer to “- Hotel Development” and “- Hotel Management.” The following table sets forth the key information about each of our hotel brands. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 Brand ​ Positioning ​ Cities ​ Properties ​ Rooms ​ ​ ​ ​ Manachised ​ Leased ​ ​ A.T.
Once a lease agreement has been executed, we engage design firms and construction companies to begin the renovation work. As of December 31, 2022, we have put together a diversified list of 40 design firms that we normally work with. These firms on the list are familiar with our standards as a result of years of collaboration.
Once a lease agreement has been executed, we engage design firms and construction companies to begin the renovation work. As of December 31, 2023, we have put together a diversified list of 42 design firms that we normally work with. These firms on the list are familiar with our standards as a result of years of collaboration.
Furthermore, we charge the franchisee a fixed monthly hotel managers fee, fees for purchase of hotel supplies and other products, and other on-going service fees, such as system and accounting support fees. Term of Services.
Furthermore, we charge the franchisee a fixed monthly hotel managers fee, fees for purchase of hotel supplies and other products, and other ongoing service fees, such as system and accounting support fees. Term of Services.
In 2020, 2021 and 2022, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with our restructuring in 2021 for our initial public offering.
In 2021, 2021 and 2023, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with our restructuring in 2021 for our initial public offering.
In addition to offering greater flexibility to our members, our digitally managed A-Card loyalty program allows us to accumulate relevant data to better understand our existing members’ preferences. As of December 31, 2022, we had over 35 million registered individual members.
In addition to offering greater flexibility to our members, our digitally managed A-Card loyalty program allows us to accumulate relevant data to better understand our existing members’ preferences. As of December 31, 2023, we had over 63 million registered individual members.
The Administrative Regulations on Commercial Franchising were subsequently supplemented by the Administrative Measures on Filing of Commercial Franchises, which was newly amended and promulgated by the MOFCOM on December 12, 2011 and became effective on February 1, 2012, and the newly amended Administrative Measures on Information Disclosure of Commercial Franchises, which was promulgated by the MOFCOM on February 23, 2012 and became effective on April 1, 2012.
The Administrative Regulations on Commercial Franchising were subsequently supplemented by the Administrative Measures on Filing of Commercial Franchises, which was amended and promulgated by the MOFCOM on December 12, 2011, became effective on February 1, 2012 and was most recently amended on December 29, 2023, and the newly amended Administrative Measures on Information Disclosure of Commercial Franchises, which was promulgated by the MOFCOM on February 23, 2012 and became effective on April 1, 2012.
In the event of failure to disclose or misrepresentation, the franchisee may terminate the franchise contract and the franchisor may be fined up to RMB100,000. In addition, such noncompliance may be bulletined.
In the event of failure to disclose or misrepresentation, the franchisee may terminate the franchise contract and the franchisor may be fined up to RMB100,000. In addition, such non - compliance may be bulletined.
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. 73 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. 4.C.
Besides, responsible persons may be subject to fines between RMB10,000 and RMB100,000. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which came into effect in September 2021.
Besides, responsible persons may be subject to fines between RMB10,000 and RMB100,000. 70 Table of Contents On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which came into effect in September 2021.
As of December 31, 2022, our A-Card had over 35 million individual members. Leveraging our technology infrastructure, we are able to optimize the efficiency of our internal operations at various levels to better serve our A-Card members.
As of December 31, 2023, our A-Card had over 63 million individual members. Leveraging our technology infrastructure, we are able to optimize the efficiency of our internal operations at various levels to better serve our A-Card members.
The gross floor area of our leased properties for commercial uses range from approximately 538 square meters to 26,328 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.
The gross floor area of our leased properties for commercial uses range from approximately 538 square meters to 26,328 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.
We first introduced the Atour Light Hotel in 2016, and since then its footprint had been expanded to cover 30 cities across China as of December 31, 2022.
We first introduced the Atour Light Hotel in 2016, and since then its footprint had been expanded to cover 38 cities across China as of December 31, 2023.
We carry property insurance that covers the assets that we own at our hotels. Although we require our franchisees to purchase customary insurance policies, we cannot guarantee that they will adhere to such requirements.
We also require our franchisees to carry adequate property and liability insurance policies. We carry property insurance that covers the assets that we own at our hotels. Although we require our franchisees to purchase customary insurance policies, we cannot guarantee that they will adhere to such requirements.
House has achieved an initial market success with an ADR of RMB751.9 in 2022. 51 Table of Contents Defying the conventional norm of luxury, A.T. House is focused on creating and promoting a pulsating and design-driven lifestyle culture - inducing an air of creativity and adhering to our guests’ affinity for fashion, music, movie and other forms of art.
House has achieved an initial market success with an ADR of RMB810.9 in 2023. Defying the conventional norm of luxury, A.T. House is focused on creating and promoting a pulsating and design-driven lifestyle culture — inducing an air of creativity and adhering to our guests’ affinity for fashion, music, movie and other forms of art.
With the debut of the first Atour Hotel in Xi’an in 2013, today our flagship brand spanned 156 cities across China as of December 31, 2022, 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 RMB383.0 in 2022.
With the debut of the first Atour Hotel in Xi’an in 2013, today our flagship brand spanned 185 cities across China as of December 31, 2023, 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 RMB450.0 in 2023.
As of the same date, we also had 22 Atour S Hotels under development with a total of 2,931 guest rooms. Atour Light Atour Light is our midscale hotel brand with a cheerful spirit, primarily catering to young urban travelers seeking the best value and experience.
As of the same date, we also had 37 Atour S Hotels under development with a total of 4,823 guest rooms. Atour Light Atour Light is our midscale hotel brand with a cheerful spirit, primarily catering to young urban travelers seeking the best value and experience.
Such a high percentage of booking through our direct sales channels enables us to achieve higher operating efficiency compared to hotels that rely heavily on travel intermediaries. 53 Table of Contents Revenue management system (RMS).
Such a high percentage of booking through our central reservation system enables us to achieve higher operating efficiency compared to hotels that rely heavily on travel intermediaries. 53 Table of Contents Revenue management system (RMS).
As of the same date, we also had 31 Atour X Hotels under development with a total of 3,373 guest rooms. ZHOTEL ZHOTEL is an upscale hotel brand launched in September 2020, custom-made for the rising Generation-Z guests.
As of the same date, we also had 46 Atour X Hotels under development with a total of 5,283 guest rooms. ZHOTEL ZHOTEL is an upscale hotel brand launched in September 2020, custom-made for the rising Generation-Z guests.
Organizational Structure The following chart illustrates our corporate structure, including our significant subsidiaries as that term is defined under Section 1-02 of Regulation S-X under the Securities Act and certain other subsidiaries, as of the date of this annual report. Note: (1) As of March 30, 2023, (i) Mr.
Organizational Structure The following chart illustrates our corporate structure, including our significant subsidiaries as that term is defined under Section 1-02 of Regulation S-X under the Securities Act and certain other subsidiaries, as of the date of this annual report.
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.
Atour Hong Kong was incorporated on March 5, 2021 in Hong Kong. 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.
As of December 31, 2022, it could be found in 32 cities across China, with an ADR of RMB398.0 in 2022. The birth of Atour X Hotels marked our commitment to further expand in the upper midscale hospitality market.
As of December 31, 2023, it could be found in 58 cities across China, with an ADR of RMB463.0 in 2023. The birth of Atour X Hotels marked our commitment to further expand in the upper midscale hospitality market.
As of December 31, 2022, our A-Card loyalty program had amassed approximately 35 million registered individual members. 48 Table of Contents · Proprietary data and technology capabilities. To provide our customers with personalized services and products, we have developed a comprehensive digital management system, which improves customer experience and operational efficiency in room reservation, room management, pricing and membership benefits.
As of December 31, 2023, our A-Card loyalty program had amassed over 63 million registered individual members. ● Proprietary data and technology capabilities. To provide our customers with personalized services and products, we have developed a comprehensive digital management system, which improves customer experience and operational efficiency in room reservation, room management, pricing and membership benefits.
Regulation on Information Protection on Networks On December 28, 2012, 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. 70 Table of Contents On July 16, 2013, the Ministry of Industry and Information Technology, or the MIIT, issued the Provisions on the Protection of Personal Information of Telecommunication and Internet User, which was effective on September 1, 2013.
Regulation on Information Protection on Networks On December 28, 2012, 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.
As of December 31, 2022, we registered 1,056 trademarks and logos with the China Trademark Office. The trademarks and logos currently used in our current hotels are under protection of the registered trademarks and logos. As of December 31, 2022, an additional 175 trademark applications were under review by the PRC authorities.
As of December 31, 2023, we registered 1,255 trademarks and logos with the China Trademark Office. The trademarks and logos currently used in our current hotels are under protection of these registered trademarks and logos. As of December 31, 2023, an additional 65 trademark applications were under review by the PRC authorities.
A domain name applicant will become the domain name holder upon the completion of the application procedure. 65 Table of Contents Pursuant to the PRC Patent Law which was promulgated by the SCNPC on March 12, 1984 and amended on August 25, 2000, on December 27, 2008 and on October 17, 2020, and its implementation rules, once a patent for an invention or utility model has been granted, unless otherwise provided by the Patent Law, no entity or individual may use the patent, patented product or patented process for production or business purposes without the authorization of the patent owner.
Pursuant to the PRC Patent Law which was promulgated by the SCNPC on March 12, 1984 and amended on August 25, 2000, on December 27, 2008 and on October 17, 2020, and its implementation rules, once a patent for an invention or utility model has been granted, unless otherwise provided by the Patent Law, no entity or individual may use the patent, patented product or patented process for production or business purposes without the authorization of the patent owner.
We have also implemented measures restricting data access and prohibiting data exporting for those hotels. Insurance We believe that our hotels are covered by adequate property and liability insurance policies with coverage features and insured limits that we believe are customary for similar companies in China. We also require our franchisees to carry adequate property and liability insurance policies.
We have also implemented measures restricting data access and prohibiting data exporting for those hotels. 59 Table of Contents Insurance We believe that our hotels are covered by adequate property and liability insurance policies with coverage features and insured limits that we believe are customary for similar companies in China.
As of the same date, we also had 274 Atour Hotels under development with a total of 29,770 guest rooms. Atour S 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.
As of the same date, we also had 444 Atour Hotels under development with a total of 48,331 guest rooms. 50 Table of Contents Atour S 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 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, 2022, we had 48 Atour X Hotels with a total of 4,893 guest rooms.
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, 2023, we had 114 Atour X Hotels with a total of 12,140 guest rooms.
Our PRC subsidiaries did not make any contributions to the enterprise expansion fund or the staff and bonus welfare fund from 2020 to 2022. The restricted amounts of our PRC subsidiaries totaled RMB74.6 million and RMB83.9 million (US$12.2 million) as of December 31, 2021 and 2022, 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 2021 to 2023. The restricted amounts of our PRC subsidiaries totaled RMB83.9 million and RMB126.3 million (US$17.8 million) as of December 31, 2022 and 2023, respectively. See “Item 4. Information on The Company-4.B.
Guest rooms typically have an area of 27-30 square meters, and public area typically have an area of 800-1,000 square meters, much larger than that in a traditional Atour Hotel. As of December 31, 2022, we had 54 Atour S Hotels with a total of 8,235 guest rooms.
Guest rooms typically have an area of 27-30 square meters, and public areas typically have an area of 800-1,000 square meters, much larger than that in a traditional Atour Hotel. As of December 31, 2023, we had 65 Atour S Hotels with a total of 9,628 guest rooms.
According to the Administrative Measures on Internet Domain Names promulgated by the Ministry of Industry and Information Technology of PRC in August 24, 2017 and took effect on November 1, 2017. The registration of domain names in PRC is on a “first-apply-first-registration” basis.
According to the Administrative Measures on Internet Domain Names promulgated by the Ministry of Industry and Information Technology of PRC on August 24, 2017 and took effect on November 1, 2017. The registration of domain names in PRC is on a “first-apply-first-registration” basis. A domain name applicant will become the domain name holder upon the completion of the application procedure.
As of December 31, 2022, we had leased a total of 41 properties for commercial uses, with 32 properties used for the operations of our 33 leased hotels and 9 properties for other commercial uses, such as our headquarters and office premises.
As of December 31, 2023, we had leased a total of 37 properties for commercial uses, with 31 properties used for the operations of our 32 leased hotels and six properties for other commercial uses, such as our headquarters and office premises.
Franchisors engaged in franchising activities without satisfying the above requirements may be subject to penalties such as forfeit of illegal income and imposition of fines between RMB100,000 and RMB500,000 and may be bulletined by the MOFCOM or its local counterparts. Franchise contracts shall include certain required provisions, such as terms, termination rights and payments.
Franchisors engaged in franchising activities without satisfying the above requirements may be subject to penalties such as forfeit of illegal income and imposition of fines between RMB100,000 and RMB500,000 and may be bulletined by the MOFCOM or its local counterparts.
Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local branch of the SAFE before making a contribution to an enterprise directly established or indirectly controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or equity interests, referred to in this circular as a “special purpose vehicle”.
Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local branch of the SAFE before making a contribution to an enterprise directly established or indirectly controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or equity interests, referred to in this circular as a “special purpose vehicle.” Under Circular 37, the term “PRC institutions” refers to entities with legal person status or other economic organizations established within the territory of the PRC.
We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with our employees, lecturers, business partners and others, to protect our intellectual property rights.
Intellectual Property We regard our trademarks, copyrights, domain names, trade secrets and other intellectual property rights as critical to our business. We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with our employees, lecturers, business partners and others, to protect our intellectual property rights.
We conduct all of our operations through our subsidiaries in China, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its 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 subsidiaries in China, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries, and a substantial portion of our assets are located in China.
We adopt a systematic and standardized process for the planning and execution of new hotel development projects. Our regional hotel development team has 67 employees, located in four major regions across China with a national coverage as of December 31, 2022.
As of December 31, 2023, we had an additional 617 hotels under development. We adopt a systematic and standardized process for the planning and execution of new hotel development projects. Our regional hotel development team has 112 employees, located in eight major regions across China with a national coverage as of December 31, 2023.
Enterprises that have not completed examination and registration formalities are not allowed to borrow foreign debts. 69 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 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.
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.
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. 71 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.
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 following table sets forth the changes in the number of our hotels and hotel rooms for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 (1) ​ 2021 (1) ​ 2022 (1) ​ Properties Rooms Properties Rooms Properties Rooms Manachised hotels at the beginning of the period 391 44,983 537 61,782 712 81,594 Add 156 18,273 188 21,340 191 22,373 Less 10 1,474 13 1,528 4 1,022 At the end of the period 537 61,782 712 81,594 899 102,945 Leased hotels at the beginning of the period 29 4,104 33 4,836 33 5,060 Add 4 732 1 238 — — Less — — 1 14 — 7 At the end of the period 33 4,836 33 5,060 33 5,053 Total hotels at the end of the period 570 66,618 745 86,654 932 107,998 ​ Note: (1) Includes 19, 42 and 53 hotels requisitioned by the government for quarantine needs in response to the COVID-19 outbreak, which were not in operation as of December 31, 2020, 2021 and 2022, respectively.
The following table sets forth the changes in the number of our hotels and hotel rooms for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 (1) ​ 2022 (1) ​ 2023 ​ Properties Rooms Properties Rooms Properties Rooms Manachised hotels at the beginning of the period 537 61,782 712 81,594 899 102,945 Add 188 21,340 191 22,373 289 32,782 Less 13 1,528 4 1,022 10 2,436 At the end of the period 712 81,594 899 102,945 1,178 133,291 Leased hotels at the beginning of the period 33 4,836 33 5,060 33 5,053 Add 1 238 — — — 89 Less 1 14 — 7 1 512 At the end of the period 33 5,060 33 5,053 32 4,630 Total hotels at the end of the period 745 86,654 932 107,998 1,210 137,921 Note: (1) Includes 42 and 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, 2021 and 2022, respectively.
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.
If the accommodation operators subcontract part of their services to any third party or involve any third party to provide services to customers, the accommodation operators shall assume the joint and several liabilities with the third parties for any damage caused to the customers. 61 Table of Contents 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.
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 2022, over 80% of our room-nights were sold through our direct sales channels.
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 2023, approximately 63.4% of our room-nights were sold through our central reservation system.
According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner. Infringers of copyright may also be subject to fines and/or administrative or criminal liabilities in severe situations.
According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner.
We use our data technology to identify market trends and inform our hotel management decisions, and make our hotel services and retail products more relatable to customers through seamless integration into our rooms and other consumption scenarios throughout our hotels. In addition, we are the first hotel chain in China to develop a scenario-based retail business.
We use our data technology to identify market trends and inform our hotel management decisions, and make our hotel services and retail products more relatable to customers through seamless integration into our rooms and other consumption scenarios throughout our hotels.
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. 74 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.
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.
Pursuant to the Computer Software Protection Regulations promulgated by the State Council on June 4, 1991 and subsequently amended on December 20, 2001 and on January 30, 2013, Chinese citizens, legal persons and other organizations shall enjoy copyright on software they develop, regardless of whether the software is released publicly.
Infringers of copyright may also be subject to fines and/or administrative or criminal liabilities in severe situations. 64 Table of Contents Pursuant to the Computer Software Protection Regulations promulgated by the State Council on June 4, 1991 and subsequently amended on December 20, 2001 and on January 30, 2013, Chinese citizens, legal persons and other organizations shall enjoy copyright on software they develop, regardless of whether the software is released publicly.
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. 66 Table of Contents On November 19, 2017, the State Council promulgated the Decisions on Abolishing the Provisional Regulations of the PRC on Business Tax and Amending the Provisional Regulations of the PRC on Value- added Tax, according to which, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of value-added tax.
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.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Given the significant investments that we have made in leasehold improvements and other fixed assets of leased hotels, depreciation and amortization expense 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 expense attributable to capital expenditures.
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.
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. 89 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.
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. 88 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.
We also provide our franchisees with comprehensive management services, including central reservation, revenue management, sales and marketing support, technology support, quality assurance inspections and other operational support and information. 79 Table of Contents Our franchise and management agreements for our manachised hotels typically run for a fixed term of 8 to 15 years.
We also provide our franchisees with comprehensive management services, including central reservation, revenue management, sales and marketing support, technology support, quality assurance inspections and other operational support and information. 78 Table of Contents Our franchise and management agreements for our manachised hotels typically run for a fixed term of 8 to 15 years.
Share-based compensation expenses were non-deductible expenses in PRC. Therefore, there is no tax impact for share-based compensation expenses adjustment for non-GAAP financial measures. 5.B. Liquidity and Capital Resources Cash Flows and Working Capital Our principal sources of liquidity come from cash generated from operating activities, equity financing and bank loans.
Share-based compensation expenses were nondeductible expenses in PRC. Therefore, there is no tax impact for share-based compensation expenses adjustment for non-GAAP financial measures. 5.B. Liquidity and Capital Resources Cash Flows and Working Capital Our principal sources of liquidity come from cash generated from operating activities, equity financing and bank loans.
In addition to hotel service offerings, we also operate an innovative scenario-based retail business embedded in our hotel rooms as well as through our e-stores. The growth and profitability of this retail business depends on the variety, attractiveness and pricing of our lifestyle products, as well as the development, procurement, sales, transportation and storage expenses.
In addition to hotel service offerings, we also operate an innovative retail business embedded in our hotel rooms as well as through our e-stores. The growth and profitability of this retail business depends on the variety, attractiveness and pricing of our lifestyle products, as well as the development, procurement, sales, transportation and storage expenses.
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. · Other operating costs.
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.
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, 2022 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. 90 Table of Contents 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, 2023 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. 89 Table of Contents 5.E.
We believe that both management and investors benefit from reviewing these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance.
We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning and forecasting future periods. These non-GAAP financial measures also facilitate our management’s internal comparisons to our historical performance.
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 scenario-based retail business.
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.
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. 76 Table of Contents · The fixed-cost nature of our business.
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.
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.
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.
Furthermore, we charge our franchisees a fixed monthly hotel managers fee, fees for purchase of hotel supplies and other products, and other on-going service fees, such as system and accounting support fees. We do not expect any material franchise and management agreements to be terminated in the foreseeable future. · Leased hotels.
Furthermore, we charge our franchisees a fixed monthly hotel managers fee, fees for purchase of hotel supplies and other products, and other ongoing service fees, such as system and accounting support fees. We do not expect any material franchise and management agreements to be terminated in the foreseeable future. ● Leased hotels.
The rent is generally paid upfront at the beginning of each payment period and we recognize the total rental expense on a straight-line basis over the initial lease term. · Retail revenues and others.
The rent is generally paid upfront at the beginning of each payment period and we recognize the total rental expense on a straight-line basis over the initial lease term. ● Retail.
In 2020, 2021 and 2022, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with our restructuring in 2021 for our initial public offering.
In 2021, 2022 and 2023, we did not transfer any cash proceeds to any of our PRC subsidiaries except for the cash transfers within our Group in connection with our restructuring in 2021 for our initial public offering.
Vice versa, a decrease in our revenues could result in a disproportionately larger decrease in our profits because our operating costs and expenses are unlikely to decrease proportionately. · The proportion of mature hotels in our hotel portfolio. The operation of each hotel typically involves three stages: development, ramp-up and mature operations.
Vice versa, a decrease in our revenues could result in a disproportionately larger decrease in our profits because our operating costs and expenses are unlikely to decrease proportionately. 75 Table of Contents ● The proportion of mature hotels in our hotel portfolio. The operation of each hotel typically involves three stages: development, ramp-up and mature operations.
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. 85 Table of Contents A reconciliation of net income which is the most directly comparable U.S.
Besides our hotel operating costs, we also incur other operating costs, primarily costs of our lifestyle products in relation to our retail business. · Selling and marketing expenses.
Our retail costs primarily include cost of our lifestyle products in relation to our retail business. ● Other operating costs. Besides our hotel operating costs and retail costs, we also incur other operating costs. ● Selling and marketing 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, 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. ● Technology and development expenses.
We are also responsible for all aspects of hotel operations and management, including hiring, training and supervising the hotel managers and employees required to operate our hotels and purchasing supplies. Our typical lease term ranges from 10 to 20 years. We typically enjoy an initial three to six-month rent-free period.
We are also responsible for all aspects of hotel operations and management, including hiring, training and supervising the hotel managers and employees required to operate our hotels and purchasing supplies. Our typical lease term ranges from 5 to 15 years. We typically enjoy an initial three-to six-month rent-free period.
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 scenario-based retail business.
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.
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.
For the purposes of impairment testing of long-lived assets of leased hotel, the Group has 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.
Adjusted EBITDA (non-GAAP) provides meaningful supplemental information regarding our performance by excluding share-based compensation expenses, as the investors can better understand our performance and compare business trends among different reporting periods on a consistent basis excluding share-based compensation expenses which are not expected to result in cash payment.
Adjusted net income and adjusted EBITDA provide meaningful supplemental information regarding our performance by excluding share-based compensation expenses, as the investors can better understand our performance and compare business trends among different reporting periods on a consistent basis excluding share-based compensation expenses which are not expected to result in cash payment.
See Introduction in this annual report for the definition of these metrics and a description of how they are calculated. 75 Table of Contents 5.A.
See Introduction in this annual report for the definition of these metrics and a description of how they are calculated. 5.A.
Our operating costs and expenses consist of costs for hotel operation, other operating costs, selling and marketing expenses, general and administrative expenses, technology and development expenses, and pre-opening expenses.
Our operating costs and expenses consist of hotel operating costs, retail costs, other operating costs, selling and marketing expenses, general and administrative expenses, technology and development expenses, and pre-opening expenses.
Pursuant to the PRC Enterprise Income Tax Law, or EIT Law, which became effective on January 1, 2008, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies.
Pursuant to the PRC Enterprise Income Tax Law, or EIT Law, which became effective on January 1, 2008 and was most recently amended on December 29, 2018, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies.
Outstanding Indebtedness As of December 31, 2022, we had several customary credit facilities with major merchant banks in China under which we could borrow up to RMB400 million during the term of the facilities with maturity dates ranging from June 2023 to September 2023.
Outstanding Indebtedness As of December 31, 2023, we had several customary credit facilities with major merchant banks in China under which we could borrow up to RMB480 million during the term of the facilities with maturity dates ranging from August 2024 to December 2024.
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 RMB74.6 million and RMB83.9 million (US$12.2 million) as of December 31, 2021 and 2022, 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 restricted amounts of our PRC subsidiaries totaled RMB83.9 million and RMB126.3 (US$17.8 million) as of December 31, 2022 and 2023, respectively. See “Item 4. Information on The Company-4.B.
A significant portion of our operating costs and expenses, 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.
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.
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. Net revenues.
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.
Each of these items should also be considered in the overall evaluation of our results. We compensate for these limitations by providing reconciliations of the relevant non-GAAP financial measures to the U.S. GAAP financial measures and in its consolidated financial statements, all of which should be considered when evaluating our performance.
We compensate for these limitations by providing the relevant disclosure of the relevant items both in its reconciliations to the U.S. GAAP financial measures and in our consolidated financial statements, all of which should be considered when evaluating our performance.
As a result, our ability to pay dividends and to service any debt we may incur overseas largely depends upon dividends paid by our subsidiaries.
For example, our ability to pay dividends and to service any debt we may incur overseas largely depends upon dividends paid by our subsidiaries.
Similarly, the total number of our hotel rooms increased from 66,618 as of December 31, 2020 to 86,654 as of December 31, 2021, and further to 107,998 as of December 31, 2022. As of December 31, 2022, there were 932 hotels in our nationwide network, with a total of 107,998 hotel rooms.
Similarly, the total number of our hotel rooms increased from 86,654 as of December 31, 2021 to 107,998 as of December 31, 2022, and further to 137,921 as of December 31, 2023. As of December 31, 2023, there were 1,210 hotels in our nationwide network, with a total of 137,921 hotel rooms.
As we continue to scale our presence by leveraging our strong brand reputation, the total number of our hotels increased from 570 as of December 31, 2020 to 745 as of December 31, 2021, and further to 932 as of December 31, 2022.
Increase in total hotels and hotel rooms. As we continue to scale our presence by leveraging our strong brand reputation, the total number of our hotels increased from 745 as of December 31, 2021 to 932 as of December 31, 2022, and further to 1,210 as of December 31, 2023.
We conduct all of our operations through our subsidiaries in China, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries, and a substantial portion of our assets are located in China.
We conduct all of our operations through our subsidiaries in China, in particular, Shanghai Atour Business Management Group Co., Ltd., or Atour Shanghai, and its subsidiaries, and a substantial portion of our assets are located in China. This holding company structure involves unique risks to investors.
Financing Activities Our financing activities primarily consisted of net proceeds from initial public offering and borrowings from PRC commercial banks and other third parties.
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.
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, 2020 (1) ​ December 31, 2021 (1) ​ December 31, 2022 (1) ​ ​ 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 288 33.6 % 338 31.2 % 363 28.0 % Ramp-up stage 109 12.7 % 114 10.5 % 124 9.6 % Mature stage 461 53.7 % 631 58.3 % 808 62.4 % ​ Note: (1) Includes 19, 42 and 53 hotels being requisitioned by the government for quarantine needs in response to the COVID-19 outbreak, which were not in operation as of December 31, 2020, 2021 and 2022, respectively. · The growth of our A-Card members and their levels of engagement.
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, 2021 (1) ​ December 31, 2022 (1) ​ December 31, 2023 ​ ​ 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 338 31.2 % 363 28.0 % 617 33.8 % Ramp-up stage 114 10.5 % 124 9.6 % 203 11.1 % Mature stage 631 58.3 % 808 62.4 % 1,007 55.1 % Note: (1) Includes 42 and 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, 2021 and 2022, respectively.
In 2020, 2021 and 2022, we generated revenues of RMB926.3 million, RMB1,220.3 million and RMB1,360.8 million (US$197.3 million) from our manachised hotels, respectively which accounted for 59.1%, 56.8% and 60.1% of our net revenues for the relevant years. As of December 31, 2022, we had 363 manachised hotels under development.
In 2021, 2022 and 2023, we generated revenues of RMB1,220.3 million, RMB1,360.8 million and RMB2,705.6 million (US$381.1 million) from our manachised hotels, respectively which accounted for 56.8%, 60.1% and 58.0% of our net revenues for the relevant years. As of December 31, 2023, we had 617 manachised hotels under development.
In 2020, 2021 and 2022, we generated revenues of RMB496.5 million, RMB630.2 million and RMB552.9 million (US$80.2 million) from our leased hotels, respectively, which accounted for 31.7%, 29.4% and 24.5% of our net revenues for the relevant years.
In 2021, 2022 and 2023, we generated revenues of RMB630.2 million, RMB552.9 million and RMB840.0 million (US$118.3 million) from our leased hotels, respectively, which accounted for 29.4%, 24.5% and 18.0% of our net revenues for the relevant years.
Our selling and marketing expenses consist primarily of commissions to travel intermediaries, expenses for marketing programs and materials, and compensation and benefits for our sales and marketing personnel. · General and administrative 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.
As of December 31, 2022, we had RMB1,589.2 million (US$230.4 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, 2023, we had RMB2,840.8 million (US$400.1 million) in cash and cash equivalents. Our cash and cash equivalents consist of cash on hand and liquid investments which have maturities of three months or less when acquired and are unrestricted as to withdrawal or use.
Our technology and development expenses consist of (i) staff costs incurred for the self-developed hotel operation and reservation systems, (ii) servers and cloud infrastructure costs, (iii) other expenses related to technology and development functions.
Our technology and development expenses consist of (i) staff costs incurred for the self-developed hotel operation, reservation systems and other systems related to sales of hotel supplies and retail business, (ii) servers and cloud infrastructure costs, (iii) retail products development costs, (iv) other expenses related to technology and development functions. 80 Table of Contents ● Pre-opening expenses.
We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.
We expect to incur additional capital expenditures in connection with leasehold improvements of our leased hotels. We believe that our current cash and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.
Our hotel operating costs account for a substantial majority of our total operating costs and expenses, which consist of costs and expenses directly attributable to the operation of our leased and manachised hotels. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB US$ ​ ​ (in thousands) Hotel operating costs ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 616,678 795,661 801,910 116,266 Leased hotels 533,423 623,917 591,402 85,745 Total hotel operating costs 1,150,101 1,419,578 1,393,312 202,011 ​ · 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 on-site HR representatives.
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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Hotel operating costs ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 795,661 801,910 1,533,326 215,965 Leased hotels 623,917 591,402 707,564 99,658 Total hotel operating costs 1,419,578 1,393,312 2,240,890 315,623 ​ ● 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 on-site HR representatives.
As of December 31, 2022, we had over 35 million registered individual members. 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 scenario-based 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. ● The growth and profitability of our retail business.
Payments of dividends by our intermediary holding company in Hong Kong is not subject to any Hong Kong withholding tax. 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.
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.
In 2020, 2021 and 2022, we generated revenues of RMB143.8 million, RMB297.0 million and RMB349.2 million (US$50.6 million) from retail and other business, respectively, which accounted for 9.2%, 13.8% and 15.4% of our net revenues for the relevant years. Operating Costs and Expenses.
In 2021, 2022 and 2023, we generated revenues of RMB105.4 million, RMB95.6 million and RMB148.4 million (US$20.9 million) from other business, respectively, which accounted for 4.9%, 4.2% and 3.2% of our net revenues for the relevant years. Operating Costs and Expenses.
As a result of the foregoing, we had income from operation of RMB196.1 million and RMB165.0 million (US$23.9 million) in 2021 and 2022, respectively. Interest income . Our interest income consists primarily of interest from our bank deposits. Our interest income increased from RMB6.7 million in 2021 to RMB14.5 million (US$2.1 million) in 2022 due to our increased bank deposits.
As a result of the foregoing, we had income from operation of RMB165.0 million and RMB924.0 million (US$130.1 million) in 2022 and 2023, respectively. Interest income. Our interest income consists primarily of interest from our bank deposits.
The following table sets forth the components of our pre-opening expenses for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB US$ ​ ​ (in thousands) Rental expenses 56,286 11,899 ​ — — Personnel cost 3,877 3,605 ​ — — Others 1,715 2,091 ​ — — Total pre-opening expenses 61,878 17,595 ​ — — ​ EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP).
The following table sets forth the components of our pre-opening expenses for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Rental expenses 11,899 — ​ — — Personnel cost 3,605 — ​ — — Others 2,091 — ​ — — Total pre-opening expenses 17,595 — ​ — — ​ Taxation Cayman Islands We were incorporated in the Cayman Islands.
Risk Factors—Risks Related to Our Business and Industry—The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our financial and operating performance.” 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 offered by PRC commercial banks.
Our business is subject to various compliance and operational requirements under PRC laws. In particular, each of our hotels is required to comply with license requirements and laws and regulations with respect to hospitality industry, internet platform, construction, building, zoning, environmental protection, food safety, public safety, health and sanitary requirements.
In particular, each of our hotels is required to comply with license requirements and laws and regulations with respect to hospitality industry, internet platform, construction, building, zoning, environmental protection, food safety, public safety, health and sanitary requirements. Any changes to the existing laws and regulations in the future may increase our compliance efforts at significant cost. See “Item 3.
The hospitality industry in China is highly competitive. We compete primarily with both domestic and international branded hotel chains and independent hotels. 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.
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.
Capital Expenditures Our capital expenditures were incurred primarily in connection with leasehold improvements, investments in furniture, fixtures and equipment and technology, information and operational software. Our capital expenditures were RMB112.8 million, RMB64.0 million and RMB36.4 million (US$5.3 million) in 2020, 2021 and 2022, respectively.
We did not have material future minimum capital commitments as of December 31, 2023. Capital Expenditures Our capital expenditures were incurred primarily in connection with leasehold improvements, investments in furniture, fixtures and equipment and technology, information and operational software. Our capital expenditures were RMB64.0 million, RMB36.4 million and RMB41.7 million (US$5.9 million) in 2021, 2022 and 2023, respectively.
We recorded net cash generated from financing activities of RMB456.3 million (US$66.2 million) in 2022. The increase from 2021 to 2022 was mainly due to the receipt of proceeds from our initial public offering in 2022.
Our net cash generated from investing activities was RMB456.3 million in 2022, compared with RMB161.1 net cash used in investing activities in 2021, primarily due to the receipt of proceeds from our initial public offering in 2022.
As of December 31, 2022, we had a total of 363 manachised hotels with a total of 39,285 rooms under development. ​ ​ ​ ​ ​ ​ ​ ​ ​ As of As of As of ​ ​ December 31, 2020 ​ December 31, 2021 ​ December 31, 2022 Total hotels (1) Manachised hotels 537 712 899 Leased hotels 33 33 33 All hotels 570 745 932 Hotel rooms (1) Manachised hotels 61,782 81,594 102,945 Leased hotels 4,836 5,060 5,053 All hotels 66,618 86,654 107,998 ​ Note: ​ (1) Includes 19, 42 and 53 hotels requisitioned by the government for quarantine needs in response to the COVID-19 outbreak, which were not in operation as of December 31, 2020, 2021 and 2022, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ 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 (in percentage) ​ Manachised hotels 66.9 % 63.2 % 67.4 % 66.8 % 62.9 % 60.6 % Leased hotels 68.6 % 67.6 % 70.8 % 71.1 % 65.8 % 67.2 % All hotels 67.1 % 63.5 % 67.7 % 67.0 % 63.0 % 60.9 % ADR (in RMB) ​ Manachised hotels 382.2 379.2 407.4 405.2 386.4 379.0 ​ Leased hotels 467.7 467.4 517.0 513.3 465.0 463.2 ​ All hotels 389.8 386.8 415.2 412.7 391.2 383.9 ​ RevPAR (in RMB) ​ Manachised hotels 268.9 251.6 288.1 283.7 256.3 243.2 ​ Leased hotels 339.4 334.1 388.1 387.5 330.6 336.9 ​ All hotels 275.1 258.3 294.9 290.5 260.7 248.1 ​ ​ Note: ​ (2) Excludes, for purposes of calculating these key operating metrics, approximately 1,777 thousand, 1,191 thousand and 5,532 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 2020, 2021 and 2022, respectively.
By the end of the second quarter of 2023, all of our manachised hotels previously requisitioned by governmental authorities for quarantine purposes had been restored to our management. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ 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 (in percentage) ​ Manachised hotels 67.4 % 66.8 % 62.9 % 60.6 % 77.6 % 77.0 % Leased hotels 70.8 % 71.1 % 65.8 % 67.2 % 83.6 % 83.6 % All hotels 67.7 % 67.0 % 63.0 % 60.9 % 77.8 % 77.3 % ADR (in RMB) ​ Manachised hotels 407.4 405.2 386.4 379.0 457.8 457.8 ​ Leased hotels 517.0 513.3 465.0 463.2 587.2 587.1 ​ All hotels 415.2 412.7 391.2 383.9 463.6 463.5 ​ RevPAR (in RMB) ​ Manachised hotels 288.1 283.7 256.3 243.2 370.8 368.3 ​ Leased hotels 388.1 387.5 330.6 336.9 517.2 517.1 ​ All hotels 294.9 290.5 260.7 248.1 376.8 374.4 ​ Note: ​ (2) Excludes, for purposes of calculating these key operating metrics, approximately 1,191 thousand, 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 2021, 2022 and 2023, respectively.
Generally-Accepted Accounting Principles (“GAAP”), we use the following non-GAAP financial measures: adjusted net income/(loss), which is defined as net income/(loss) excluding share-based compensation expenses; EBITDA, which is defined as earnings before interest expenses, interest income, income tax expense and depreciation and amortization; and adjusted EBITDA, which is defined as EBITDA excluding share-based compensation expenses.
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 expense, interest income, income tax expense and depreciation and amortization; adjusted EBITDA, which is defined as EBITDA excluding share-based compensation expenses.
Generally, the first quarter, in which both the New Year and Spring Festival holidays fall, accounts for a lower percentage of our annual revenues than the other quarters of the year.
The periods during which our properties experience higher revenues vary from property to property, depending principally upon their locations, types of property and competitive mix within the specific locations. Generally, the first quarter, in which both the New Year and Spring Festival holidays fall, accounts for a lower percentage of our annual revenues than the other quarters of the year.
When there were circumstances that require the long-lived assets of a hotel be tested for possible impairment, we first compare undiscounted cash flows generated by the assets to the carrying amount. Estimates of forecasted cash flows involve highly subjective judgement, which incorporate our best estimate of revenue growth.
When there are circumstances that require the long-lived assets of a hotel be tested for possible impairment, the Group first compares undiscounted cash flows generated by the assets to the carrying amount.
Our operating costs and expenses increased by 8.2% from RMB1,973.9 million in 2021 to RMB2,136.1 million (US$309.7 million) in 2022. · Hotel operating costs . Our hotel operating costs decreased by 1.9% from RMB1,419.6 million in 2021 to RMB1,393.3 million (US$202.0 million) in 2022.
Operating Costs and Expenses. Our operating costs and expenses increased by 79.1% from RMB2,136.1 million in 2022 to RMB3,825.1 million (US$538.8 million) in 2023. ● Hotel operating costs . Our hotel operating costs increased by 60.8% from RMB1,393.3 million in 2022 to RMB2,240.9 million (US$315.6 million) in 2023.
Our other operating income primarily consists of income from government subsidies and value-added tax related benefits. Our other operating income increased by 70.3% from RMB22.4 million in 2021 to RMB38.1 million (US$5.5 million) in 2022, primarily due to increased government subsides received by us during this period. Income from operation.
Our other operating income primarily consists of income from government subsidies and value-added tax related benefits. Our other operating income increased by 118.4% from RMB38.1 million in 2022 to RMB83.2 million (US$11.7 million) in 2023. The increases were mainly due to increase of income from government subsidies. Income from operation.
We believe these non-GAAP financial measures are also useful to investors in providing greater transparency with respect to information used regularly by our management in financial and operational decision-making. The use of these non-GAAP financial measures has certain limitations as the excluded items have been and will be incurred and are not reflected in the presentation of these non-GAAP measures.
We believe these non-GAAP financial measures are also useful to investors in allowing for greater transparency with respect to supplemental information used regularly by our management in financial and operational decision-making.
As a commonly used operating measure in the hospitality industry, RevPAR is largely affected by occupancy rate and ADR, as discussed below.
RevPAR is calculated as the total revenue during a period divided by the number of available rooms of such hotel during the same period. As a commonly used operating measure in the hospitality industry, RevPAR is largely affected by occupancy rate and ADR.
Any changes to the existing laws and regulations in the future may increase our compliance efforts at significant cost. See “Item 3. Key Information—3.D. 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.” · Industry competition.
Key Information—3.D. 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.” ● Industry competition. The hospitality industry in China is highly competitive. We compete primarily with both domestic and international branded hotel chains and independent hotels.
Material Cash Requirements Our material cash requirements as of December 31, 2022 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, 2023 and any subsequent interim period primarily include our working capital and operating expenditure needs, capital expenditures, contractual obligations and outstanding indebtedness. 87 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, 2023.
Our net cash used in investing activities decreased from RMB105.5 million in 2020 to RMB42.2 million in 2021, primarily due to the decrease in acquisition of property and equipment of leased hotels. In 2022, our net cash used in investing activities increased to RMB192.2 million (US$27.9 million), primarily due to increase in investment in short-term financial products.
Our net cash used in investing activities increased from RMB42.2 million in 2021 to RMB192.2 million in 2022, primarily due to increase in investment in short-term financial products. Our net cash used in investing activities increased from RMB192.2 million in 2022 to RMB600.5 million (US$84.6 million) in 2023, primarily due to purchases of short-term investments for cash management purposes.
GAAP measure to adjusted net income (non-GAAP), EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP), is provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 37,822 139,670 96,082 13,932 Share-based compensation expense, net of tax effect of nil (1) — — 163,193 23,661 Adjusted Net income (Non-GAAP) 37,822 139,670 259,275 37,593 ​ 86 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 37,822 139,670 96,082 13,932 Interest expenses 1,481 7,937 6,501 943 Interest income (707) (6,722) (14,456) (2,097) Income tax expense 37,602 64,217 84,474 12,248 Depreciation and amortization 84,955 93,911 88,561 12,840 EBITDA (Non-GAAP) 161,153 299,013 261,162 37,866 Share-based compensation expense, net of tax effect of nil (1) — — 163,193 23,661 Adjusted EBITDA (Non-GAAP) 161,153 299,013 424,355 61,527 ​ Note: (1) The share-based compensation expenses were recorded at entities in PRC.
GAAP measure to adjusted net income (non-GAAP), EBITDA (non-GAAP) and adjusted EBITDA (non-GAAP), is provided below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 139,670 96,082 739,057 104,094 Share-based compensation expenses, net of tax effect of nil (1) — 163,193 163,978 23,096 Adjusted Net income (Non-GAAP) 139,670 259,275 903,035 127,190 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net income (GAAP) 139,670 96,082 739,057 104,094 Interest expense 7,937 6,501 5,005 705 Interest income (6,722) (14,456) (29,569) (4,165) Income tax expense 64,217 84,474 243,036 34,231 Depreciation and amortization 93,911 88,561 85,021 11,975 EBITDA (Non-GAAP) 299,013 261,162 1,042,550 146,840 Share-based compensation expenses — 163,193 163,978 23,096 Adjusted EBITDA (Non-GAAP) 299,013 424,355 1,206,528 169,936 Note: (1) The share-based compensation expenses were recorded at entities in PRC.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % Revenues: ​ (in thousands except percentage) Manachised hotels 926,307 59.1 1,220,301 56.8 1,360,843 197,304 60.1 Leased hotels 496,470 31.7 630,238 29.4 552,929 80,167 24.5 Retail revenues and others 143,775 9.2 297,038 13.8 349,211 50,631 15.4 Net revenues 1,566,552 100.0 2,147,577 100.0 2,262,983 328,102 100.0 Operating costs and expenses: Hotel operating costs (1,150,101) (73.4) (1,419,578) (66.1) (1,393,312) (202,011) (61.6) Other operating costs (78,746) (5.0) (163,324) (7.6) (186,685) (27,068) (8.2) Selling and marketing expense (70,972) (4.5) (124,210) (5.8) (139,929) (20,288) (6.2) General and administrative expense (131,366) (8.4) (197,064) (9.2) (350,009) (50,746) (15.5) Technology and development expense (33,649) (2.1) (52,121) (2.4) (66,182) (9,594) (2.9) Pre-opening expense (61,878) (3.9) (17,595) (0.8) — — — Total operating costs and expenses (1,526,712) (97.5) (1,973,892) (91.9) (2,136,117) (309,707) (94.4) Other operating income 23,429 1.5 22,371 1.0 38,094 5,523 1.7 Income from operation 63,269 4.0 196,056 9.1 164,960 23,918 7.3 Interest income 707 0.0 6,722 0.3 14,456 2,097 0.6 Gain from short-term investment 11,046 0.7 8,745 0.4 8,455 1,226 0.4 Interest expenses (1,481) (0.1) (7,937) (0.4) (6,501) (943) (0.3) Other income (loss), net 1,883 0.1 301 0.0 (814) (118) (0.0) Income before income tax 75,424 4.8 203,887 9.5 180,556 26,180 8.0 Income tax expense (37,602) (2.4) (64,217) (3.0) (84,474) (12,248) (3.7) Net income 37,822 2.4 139,670 6.5 96,082 13,932 4.2 Less: net loss attributable to non-controlling interests (4,229) (0.3) (5,384) (0.3) (2,017) (291) (0.1) Net income attributable to the Company 42,051 2.7 145,054 6.8 98,099 14,223 4.3 ​ Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 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.” 82 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 1,220,301 56.8 1,360,843 60.1 2,705,609 381,077 58.0 Leased hotels 630,238 29.4 552,929 24.5 840,044 118,318 18.0 Retail 191,596 8.9 253,607 11.2 971,931 136,894 20.8 Others ​ 105,442 ​ 4.9 ​ 95,604 ​ 4.2 ​ 148,383 ​ 20,899 ​ 3.2 Net revenues 2,147,577 100.0 2,262,983 100.0 4,665,967 657,188 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ ​ ​ Hotel operating costs (1,419,578) (66.1) (1,393,312) (61.6) (2,240,890) (315,623) (47.9) Retail costs ​ (121,365) ​ (5.6) ​ (151,815) ​ (6.7) ​ (513,326) ​ (72,300) ​ (11.0) Other operating costs (41,959) (2.0) (34,870) (1.5) (72,543) (10,218) (1.6) Selling and marketing expenses (124,210) (5.8) (139,929) (6.2) (469,595) (66,141) (10.1) General and administrative expenses (197,064) (9.2) (350,009) (15.5) (451,470) (63,588) (9.7) Technology and development expenses (52,121) (2.4) (66,182) (2.9) (77,288) (10,886) (1.7) Pre-opening expenses (17,595) (0.8) — — — — — Total operating costs and expenses (1,973,892) (91.9) (2,136,117) (94.4) (3,825,112) (538,756) (82.0) Other operating income 22,371 1.0 38,094 1.7 83,179 11,716 1.8 Income from operation 196,056 9.1 164,960 7.3 924,034 130,148 19.8 Interest income 6,722 0.3 14,456 0.6 29,569 4,165 0.6 Gain from short-term investments 8,745 0.4 8,455 0.4 34,519 4,862 0.7 Interest expense (7,937) (0.4) (6,501) (0.3) (5,005) (705) (0.1) Other (expenses) income, net 301 0.0 (814) (0.0) (1,024) (145) (0.0) Income before income tax 203,887 9.5 180,556 8.0 982,093 138,325 21.0 Income tax expense (64,217) (3.0) (84,474) (3.7) (243,036) (34,231) (5.2) Net income 139,670 6.5 96,082 4.2 739,057 104,094 15.8 Less: net income (loss) attributable to non-controlling interests (5,384) (0.3) (2,017) (0.1) 1,920 270 0.0 Net income attributable to the Company 145,054 6.8 98,099 4.3 737,137 103,824 15.8 ​ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net revenues.
Joining welcome level is completely free, and it takes six room-nights or 2,800 Jimu points to upgrade to the third tier — gold level. Alternatively, welcome-level guests can also pay RMB199 to upgrade to gold level directly and enjoy the corresponding rewards. Our A-Card members contribute to a significant portion of our revenue. Our member base has been growing rapidly.
Alternatively, welcome-level guests can also pay RMB199 to upgrade to gold level directly and enjoy the corresponding rewards. Our A-Card members contribute to a significant portion of our revenue. Our member base has been growing rapidly. As of December 31, 2023, we had over 63 million registered individual members.
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. ​ 76 Table of Contents Non-Financial Key Performance Indicators Our non-financial key performance indicators consist of the increase in total number of hotels and hotel rooms in our hotel chain and RevPAR achieved by our hotels.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Net Revenues 1,566,552 100.0 2,147,577 100.0 2,262,983 328,102 100.0 Operating costs and expenses: Hotel operating costs 1,150,101 73.4 1,419,578 66.1 1,393,312 202,011 61.6 Other operating costs 78,746 5.0 163,324 7.6 186,685 27,068 8.2 Selling and marketing expenses 70,972 4.5 124,210 5.8 139,929 20,288 6.2 General and administrative expenses 131,366 8.4 197,064 9.2 350,009 50,746 15.5 Technology and development expenses 33,649 2.1 52,121 2.4 66,182 9,594 2.9 Pre-opening expenses 61,878 3.9 17,595 0.8 — — — Total operating costs and expenses 1,526,712 97.5 1,973,892 91.9 2,136,117 309,707 94.4 ​ 80 Table of Contents · 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Net Revenues 2,147,577 100.0 2,262,983 100.0 4,665,967 657,188 100.0 Operating costs and expenses: ​ ​ ​ ​ ​ Hotel operating costs 1,419,578 66.1 1,393,312 61.6 2,240,890 315,623 47.9 Retail costs ​ 121,365 ​ 5.6 ​ 151,815 ​ 6.7 ​ 513,326 ​ 72,300 ​ 11.0 Other operating costs 41,959 2.0 34,870 1.5 72,543 10,218 1.6 Selling and marketing expenses 124,210 5.8 139,929 6.2 469,595 66,141 10.1 General and administrative expenses 197,064 9.2 350,009 15.5 451,470 63,588 9.7 Technology and development expenses 52,121 2.4 66,182 2.9 77,288 10,886 1.7 Pre-opening expenses 17,595 0.8 — — — — — Total operating costs and expenses 1,973,892 91.9 2,136,117 94.4 3,825,112 538,756 82.0 ​ 79 Table of Contents ● Hotel operating costs.
The increase was primarily driven by the continued expansion of our hotel network, offset by the decrease of ADR due to the impact of the COVID-19 pandemic. The total number of our manachised hotels increased from 712 as of December 31,2021 to 899 as of December 31, 2022. · Leased hotels.
The increase was primarily driven by the ongoing expansion of our hotel network and the growth of manachised hotels’ RevPAR. The total number of our manachised hotels increased from 899 as of December 31,2022 to 1,178 as of December 31, 2023.
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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 926,307 59.1 1,220,301 56.8 1,360,843 197,304 60.1 Leased hotels 496,470 31.7 630,238 29.4 552,929 80,167 24.5 Retail revenues and others 143,775 9.2 297,038 13.8 349,211 50,631 15.4 Net revenues 1,566,552 100.0 2,147,577 100.0 2,262,983 328,102 100.0 ​ · 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ ​ (in thousands except percentage) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Manachised hotels 1,220,301 56.8 1,360,843 60.1 2,705,609 381,077 58.0 Leased hotels 630,238 29.4 552,929 24.5 840,044 118,318 18.0 Retail 191,596 8.9 253,607 11.2 971,931 136,894 20.8 Others ​ 105,442 ​ 4.9 ​ 95,604 ​ 4.2 ​ 148,383 ​ 20,899 ​ 3.2 Net revenues 2,147,577 100.0 2,262,983 100.0 4,665,967 657,188 100.0 ​ ● Manachised hotels.
Our costs and expenses may also be affected by China’s inflation level. Other macro-economic factors beyond our control may also affect our results of operations. For example, any prolonged recurrence of other contagious diseases, social instability or significant natural disasters may have a negative impact on the demand for our hotel offerings. · PRC government policies and regulations.
For example, any prolonged recurrence of other contagious diseases, social instability or significant natural disasters may have a negative impact on the demand for our hotel offerings. 74 Table of Contents ● PRC government policies and regulations. Our business is subject to various compliance and operational requirements under PRC laws.
We are also subject to surcharges on VAT payments in accordance with PRC law. The ultimate shareholders of Atour is Cayman Islands holding company. The direct shareholder of Atour Shanghai, which is a Hong Kong enterprise, may receive dividends from Atour Shanghai.
We are subject to VAT at a rate of 3%, 6%, 9%, or 13% on the services we provide and related surcharges. We are also subject to surcharges on VAT payments in accordance with PRC law. 81 Table of Contents The ultimate shareholders of Atour is Cayman Islands holding company.
Our net revenues increased from RMB2,147.6 million in 2021 to RMB2,263.0 million (US$328.1 million) in 2022, driven by the increase in the revenues from our manachised hotels and retail revenues and others. · Manachised hotels. Revenues from our manachised hotels increased by 11.5% from RMB1,220.3 million in 2021 to RMB1,360.8 million (US$197.3 million) in 2022.
Our net revenues increased from RMB2,263.0 million in 2022 to RMB4,666.0 million (US$657.2 million) in 2023, driven by robust growth in both hotel and retail businesses. ● Manachised hotels. Revenues from our manachised hotels increased by 98.8% from RMB1,360.8 million in 2022 to RMB2,705.6 million (US$381.1 million) in 2023.
We will continue to make capital expenditures to meet the expected growth of our operations and expect cash generated from our operating activities and financing activities will continue to meet our capital expenditure needs in the foreseeable future. 88 Table of Contents Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ Less ​ ​ More ​ ​ ​ ​ Than ​ 1 – 3 ​ 3 – 5 ​ Than ​ ​ Total ​ 1 Year ​ Years ​ Years ​ 5 Years ​ ​ (in RMB thousands) Operating lease obligations 2,510,055 404,020 646,499 565,174 894,362 ​ Our operating lease obligations are primarily related to our obligations under lease agreements with lessors of business offices and certain hotels.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ Less ​ ​ More ​ ​ ​ ​ Than ​ 1 – 3 ​ 3 – 5 ​ Than ​ ​ Total ​ 1 Year ​ Years ​ Years ​ 5 Years ​ ​ (in RMB thousands) Operating lease obligations 2,202,333 369,780 592,760 544,445 695,348 ​ Our operating lease obligations are primarily related to our obligations under lease agreements with lessors of business offices and certain hotels.
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may suffer.” The following table sets forth a summary of our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net cash generated from operating activities 118,670 417,879 283,677 41,129 Net cash used in investing activities (105,527) (42,225) (192,225) (27,870) Net cash generated from/ (used in) financing activities 48,011 (161,080) 456,310 66,159 Net increase in cash and cash equivalents and restricted cash 61,154 206,393 550,578 79,826 Cash and cash equivalents and restricted cash at the beginning of the period 771,982 833,136 1,039,529 150,718 Cash and cash equivalents and restricted cash at the end of the period 833,136 1,039,529 1,590,107 230,544 87 Table of Contents ​ Operating Activities With Chinese government's effective control of the pandemic and the recovery of the tourism industry, our hotels resumed operations gradually and our net income increased to RMB139.7 million in 2021, resulting in our net cash generated from operating activities in 2021 reaching RMB417.9 million, represents a 252.1% increase as compared to 2020.
If we cannot obtain sufficient capital on acceptable terms, our business, financial condition and prospects may suffer.” 86 Table of Contents The following table sets forth a summary of our cash flows for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ ​ (in thousands) Net cash generated from operating activities 417,879 283,677 1,988,674 280,097 Net cash used in investing activities (42,225) (192,225) (600,521) (84,583) Net cash (used in) generated from financing activities (161,080) 456,310 (146,916) (20,693) Net increase in cash and cash equivalents and restricted cash 206,393 550,578 1,251,646 176,291 Cash and cash equivalents and restricted cash at the beginning of the period 833,136 1,039,529 1,590,107 223,961 Cash and cash equivalents and restricted cash at the end of the period 1,039,529 1,590,107 2,841,753 400,252 ​ Operating Activities Our net cash generated from operating activities decreased from RMB417.9 million in 2021 to RMB283.7 million in 2022, primarily due to accelerated payment to our franchisees by us and the impact of the resurgence of the COVID-19 pandemic in various cities across China during 2022.
As of December 31, 2022, we had outstanding bank loans in an aggregate amount of RMB172.1 million with interest rate ranging from 3.7% to 4.9% per annum. As of December 31, 2022, the unutilized credit facility available was RMB279 million. As of December 31, 2022, we were in compliance with the above financial covenants.
The drawdown of the credit facilities is subject to the terms and conditions of each credit agreement. As of December 31, 2023, we had outstanding bank loans in an aggregate amount of RMB70 million with weighted average interest rate of 3.3% per annum. As of December 31, 2023, the unutilized credit facility available was RMB410 million.
The actual income tax expense differed from the amount computed by applying the PRC statutory income tax rate of 25% to income (loss) before income taxes, which was primarily due to the valuation allowance provided for the deferred tax assets of certain PRC subsidiaries, which were in cumulative loss positions. Net income .
The actual income tax expense differed from the amount computed by applying the PRC statutory income tax rate of 25% to income before income tax, which was primarily due to preferential tax rate of one subsidiary net off non-deductible share-based compensation expenses. Net income.
Our technology and development expenses as a percentage of net revenues increased from 2.4% in 2021 to 2.9% in 2022. · Pre-opening expenses. We did not incur any pre-opening expenses in 2022 as there were no newly-leased hotels on our opening schedule. Other operating income.
The increase was mainly attributable to our increased investments in technology systems and infrastructure to support our expanding hotel network, retail business and customer experience improvements. ● Pre-opening expenses. We did not incur any pre-opening expenses in 2023 as there were no newly-leased hotels on our opening schedule. Other operating income.
Our net cash used in financing activities was RMB161.1 million in 2021, compared to RMB48.0 million of net cash generated from financing activities in 2020, which was attributable to the repurchase of our ordinary shares in the first half of 2021 and the repayment of borrowings, net off by the proceeds provided by borrowings.
Our net cash used in financing activities was RMB146.9 million (US$20.7 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.

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Item 6. [Reserved]

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

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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. 99 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. 97 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 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 lease annually, approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; 98 Table of Contents · overseeing and evaluating the handling of complaints and whistleblowing; · 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; 96 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.
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 the Association of Chartered Certified Accountants (ACCA), and has been appointed as Deputy President of China Association of Chief Financial Officers on 2021. 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.
Wang graduated from Anhui University in 1997 and received his MBA degree from China Europe International Business School. 94 Table of Contents Board Diversity Statistics ​ ​ ​ ​ ​ ​ ​ ​ Board Diversity Matrix ​ (As of Date of this Annual Report) Country of Principal Executive Offices The People's Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 8 ​ ​ Female ​ Male ​ Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 ​ 6.B.
Wang graduated from Anhui University in 1997 and received his MBA degree from China Europe International Business School in 2014. 92 Table of Contents Board Diversity Statistics ​ ​ ​ ​ ​ ​ ​ ​ Board Diversity Matrix ​ (As of Date of this Annual Report) Country of Principal Executive Offices The People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 8 ​ ​ Female ​ Male ​ Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 1 ​ 6.B.
We rely on this “home country practice” exception and do not have a majority of independent directors serving on our board of directors. 97 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. 95 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.
All of the outstanding and unvested awards under the 2017 PRC Plan were replaced by the share options granted under, and governed by the terms and conditions of, the Public Company Plan in April 2021. 95 Table of Contents Public Company Plan We adopted the Public Company Share Incentive Plan, or the Public Company Plan, in 2021 in preparation for our initial public offering, to replace the 2017 PRC Plan.
All of the outstanding and unvested awards under the 2017 PRC Plan were replaced by the share options granted under, and governed by the terms and conditions of, the Public Company Plan in April 2021. 93 Table of Contents Public Company Plan We adopted the Public Company Share Incentive Plan, or the Public Company Plan, in 2021 in preparation for our initial public offering, to replace the 2017 PRC Plan.
Wang served as the executive vice president of China Lodging Group, Limited, currently known as Huazhu 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 Huazhu in 2005, Mr.
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 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. Mr.
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.
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 18th floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, Shanghai, People’s Republic of China. ​ ​ ​ 101 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) 19,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, (iii) 24,721,111 Class A ordinary shares beneficially owned by certain minority shareholder, and (iv) 4,000,000 Class A ordinary shares underlying 4,000,000 share options granted to Haijun Wang on March 30, 2023 under our Public Company Plan, which became vested and exercisable on the same 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. ​ 99 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) 9,191,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, (iii) 5,381,488 Class A ordinary shares beneficially owned by certain minority shareholder based on our register of members dated as of March 31, 2024, and (iv) 4,000,000 Class A ordinary shares underlying 4,000,000 share options granted to Haijun Wang on March 30, 2023 under our Public Company Plan, which became vested and exercisable on the same date.
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.
Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Haijun Wang 46 Founder, Chairman of Board of Directors and Chief Executive Officer Rui Zhao 40 Co-Chief Financial Officer Shoudong Wang 45 Co-Chief Financial Officer Hong Lu 47 Director, Senior Vice President Gang Chen 43 Co-Chief Operating Officer Xun Zhang 52 Co-Chief Operating Officer Lijun Gao 39 Director, Chief Compliance Officer Shiwei Zhou 47 Director Hongbin Zhou 49 Director Chao Zhang 46 Independent Director Cong Lin 62 Independent Director Can Wang 43 Independent Director ​ ​ Mr.
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 47 Founder, Chairman of Board of Directors and Chief Executive Officer Xun Zhang 53 Co-Chief Operating Officer Gang Chen 44 Co-Chief Operating Officer Shoudong Wang 46 Co-Chief Financial Officer Jianfeng Wu 38 Co-Chief Financial Officer Lijun Gao 40 Director, Chief Compliance Officer Hong Lu 48 Director, Senior Vice President Shiwei Zhou 48 Director Hongbin Zhou 50 Director Chao Zhang 47 Independent Director Cong Lin 63 Independent Director Can Wang 44 Independent Director ​ ​ Mr.
As of March 30, 2023, a total of 25,477,205 share options corresponding to 25,477,205 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, 2024, a total of 26,045,283 share options corresponding to 26,045,283 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.
The Public Company Plan may be suspended, discontinued or terminated by the board, except to the extent prohibited by applicable laws. 96 Table of Contents The following table summarizes, as of March 30, 2023, 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$/Share) Grant (1) Expiration Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ Haijun Wang ​ 4,000,000 ​ 3.01 ​ March 30, 2023 ​ March 29, 2033 Rui Zhao ​ * ​ * ​ April 2, 2021 and November 16, 2022 ​ April 1, 2031 and November 15, 2032 Shoudong Wang ​ * ​ * ​ November 16, 2022 and December 24, 2022 ​ November 15, 2032 and December 23, 2032 Hong Lu ​ 4,300,000 ​ 0.85-1.70 ​ April 2, 2021 and November 16, 2022 ​ April 1, 2031 and November 15, 2032 Gang Chen ​ * ​ * ​ April 2, 2021 and June 27, 2022 ​ April 1, 2031 and June 26, 2032 Xun Zhang ​ * ​ * ​ April 15, 2021 ​ April 14, 2031 Lijun Gao ​ * ​ * ​ April 2, 2021 and December 24, 2022 ​ April 1, 2031 and December 23, 2032 Non-Employee Directors ​ ​ ​ ​ ​ ​ ​ ​ Shiwei Zhou ​ — ​ — ​ — ​ — Hongbin Zhou ​ — ​ — ​ — ​ — Chao Zhang** ​ — ​ — ​ — ​ — Cong Lin** ​ — ​ — ​ — ​ — Can Wang** ​ — ​ — ​ — ​ — All directors and executive officers as a group ​ 13,595,196 ​ 0.85-3.01 ​ ​ ​ ​ ​ ​ * The shares held by each of these directors and executive officers represent less than 1% of our total outstanding shares. ​ (1) Certain awards shown in this table were issued under the Public Company Plan to replace the awards previously granted to such individuals under the 2017 PRC Plan between July 2017 and March 2021. ​ ​ As of March 30, 2023, our employees and other qualified individuals other than members of our senior management as a group held a total of 11,882,009 share options granted under the Public Company Plan.
The Public Company Plan may be suspended, discontinued or terminated by the board, except to the extent prohibited by applicable laws. 94 Table of Contents The following table summarizes, as of March 31, 2024, the number of Class A ordinary shares under the options that we granted to our directors and executive officers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Ordinary ​ ​ ​ ​ ​ ​ ​ ​ Shares Underlying ​ ​ ​ ​ ​ ​ ​ ​ Equity Awards ​ Exercise Price ​ Date of ​ Date of ​ Granted (US$/Share) Grant (1) Expiration Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ Haijun Wang ​ 4,000,000 ​ 3.01 ​ March 30, 2023 ​ March 29, 2033 Xun Zhang ​ * ​ * ​ April 15, 2021 ​ April 14, 2031 Gang Chen ​ * ​ * ​ April 2, 2021 and June 27, 2022 ​ April 1, 2031 and June 26, 2032 Shoudong Wang ​ * ​ * ​ November 16, 2022 and December 24, 2022 ​ November 15, 2032 and December 23, 2032 Jianfeng Wu ​ * ​ * ​ July 20, 2023 ​ July 19, 2032 Lijun Gao ​ * ​ * ​ April 2, 2021 and December 24, 2022 ​ April 1, 2031 and December 23, 2032 Hong Lu ​ 4,300,000 ​ 0.85-1.70 ​ April 2, 2021 and November 16, 2022 ​ April 1, 2031 and November 15, 2032 Non-Employee Directors ​ ​ ​ ​ ​ ​ ​ ​ Shiwei Zhou ​ — ​ — ​ — ​ — Hongbin Zhou ​ — ​ — ​ — ​ — Chao Zhang** ​ — ​ — ​ — ​ — Cong Lin** ​ — ​ — ​ — ​ — Can Wang** ​ — ​ — ​ — ​ — All directors and executive officers as a group ​ 12,466,116 ​ 0-3.01 ​ ​ ​ ​ * The shares held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
Wang served as the chief financial officer of TANSH Global Group Co., Ltd. from 2019 to 2020. During 2011 to 2016, Mr. 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.
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 has served as our Co-Chief Financial Officer since 2021. Prior to joining us, Mr. 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 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.
Wang graduated from Yanshan University and received his EMBA degree from the China Europe International Business School. Ms. Rui Zhao has served as our Chief Financial Officer from 2016 to 2021 and our Co-Chief Financial Officer since 2021. From 2014 to 2016, Ms.
Wang graduated from Yanshan University and received his EMBA degree from the China Europe International Business School. Mr. Xun Zhang has served as our Chief Operating Officer since 2021 and our Co-Chief Operating Officer since 2022. Mr.
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) 48,412,523 73,680,917 30.7 74.0 Rui Zhao * — * * Shoudong Wang * — * * Hong Lu (2) 4,300,000 — 1.1 0.4 Gang Chen * — * * Xun Zhang * — * * Lijun Gao * — * * Shiwei Zhou (3) — — — — Hongbin Zhou (4) — — — — Chao Zhang (5)†† — — — — Cong Lin (6)†† — — — — Can Wang (7)†† — — — — All Directors and Executive Officers as a Group 57,020,049 73,680,917 32.2 74.3 Principal Shareholders: Sea Pearl Worldwide Holding Limited (1) 44,412,523 73,680,917 30.0 74.0 Legend Capital (8) 114,469,418 — 29.1 10.8 Diviner Limited (9) 60,912,400 — 15.5 5.8 Trip.com Travel Singapore Pte.
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) 18,572,900 73,680,917 22.1 69.9 Xun Zhang * — * * Gang Chen * — * * Shoudong Wang * — * * Jianfeng Wu ​ * ​ — ​ * ​ * Lijun Gao * — * * Hong Lu * — * * Shiwei Zhou (2) — — — — Hongbin Zhou (3) — — — — Chao Zhang (4)†† — — — — Cong Lin (5)†† — — — — Can Wang (6)†† — — — — All Directors and Executive Officers as a Group 30,143,810 73,680,917 24.5 70.5 Principal Shareholders: Sea Pearl Worldwide Holding Limited (1) 14,572,900 73,680,917 21.4 69.8 Legend Capital (7) 61,477,418 — 14.9 5.7 Trip.com Travel Singapore Pte.
Co., Ltd., a company listed on the Shenzhen Stock Exchange under the stock code of “300499.” Mr. Lu graduated from Fuzhou University and received his MBA degree from the New York Institute of Technology. Mr. Gang Chen has served as our Co-Chief Operating Officer since 2022. Mr.
Co., Ltd., a company listed on the Shenzhen Stock Exchange under the stock code of “300499.” Mr. Lu graduated from Fuzhou University and received his MBA degree from the New York Institute of Technology. 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.
The following table sets forth the numbers of our employees categorized by function as of December 31, 2022. ​ ​ ​ ​ Number of Function ​ Employees Hotel Development 67 Hotel Management 2,773 Technology and Development 98 Retail and Supply Chain 74 Sales and Marketing 53 Others 190 Total 3,255 ​ 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, 2023. ​ ​ ​ ​ Number of Function ​ Employees Hotel Development 112 Hotel Management 3,672 Technology and Development 118 Retail and Supply Chain 106 Sales and Marketing 69 Others 171 Total 4,248 ​ We recruit and directly train and manage all of our employees.
Xun Zhang has served as our Chief Operating Officer since 2021 and our Co-Chief Operating Officer since 2022. Mr. Zhang joined us in 2013 and held various positions successively from 2013 to 2021, including regional general manager, chief operating officer of our hotel business unit, chief customer officer and head of chief executive officer’s office. Mr.
Zhang joined us in 2013 and held various positions successively from 2013 to 2021, including regional general manager, chief operating officer of our hotel business unit, chief customer officer and head of chief executive officer’s office. Mr. Zhang brought us extensive hotel development and management experience. Prior to joining Atour from 2007 to 2013, Mr.
Zhou graduated from Wuhan University and received his doctor’s degree in Business Administration from Fudan University. 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.
Chao Zhang has served as our director since November 2022. Ms. Zhang has been a professor in Beijing International Studies University since 2015. Ms. 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.
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.
Ltd from September 2022 to January 2024. 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.
Hong Lu has served as our Senior Vice President in charge of corporate strategies, internal control and investor relations and a director since 2021. Mr. Lu joined us in 2019 and served as a Vice President from 2019 to 2020. Previously, Mr.
Gao graduated from Shanghai Normal University. Mr. Hong Lu has served as our Senior Vice President and a director since 2021. Mr. Lu joined us in 2019 and served as a Vice President from 2019 to 2020. Previously, Mr.
Chen joined us as a Vice President in 2018 and was then promoted to a Senior Vice President in 2019. Previously, Mr. Chen served as a vice president of Zhuyou Hotel Management Co., Ltd. Mr. Chen graduated from Zhejiang Gongshang University. 93 Table of Contents Mr.
Zhang graduated from Chongqing University of Technology. Mr. Gang Chen has served as our Co-Chief Operating Officer since 2022. Mr. Chen joined us as a Vice President in 2018 and was then promoted to a Senior Vice President in 2019. Previously, Mr. Chen served as a vice president of Zhuyou Hotel Management Co., Ltd. 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 2023, we paid an aggregate of RMB22.7 million (US$3.2 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.
Lin graduated from Beijing Union University. Mr. Can Wang has served as our director since November 2022. Mr. Wang has been appointed as the chief financial officer of New Hope Group Co. Ltd since 2022. Mr. Wang has also been a director at Health and Happiness International Holdings Limited from 2020 to 2023. 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. Lin graduated from Beijing Union University. Mr. Can Wang has served as our director since November 2022. Mr. Wang was the chief financial officer of New Hope Group Co.
Box 2221, Road Town Tortola, British Virgin Islands. ​ (10) Represents 55,970,815 Class A ordinary shares held of record by Trip.com Travel Singapore Pte. Ltd., a company registered in Singapore. 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 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). (9) Represents 45,428,598 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands.
Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 19,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and the 24,721,111 Class A ordinary shares beneficially owned by the minority shareholder.
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 5,381,488 Class A ordinary shares beneficially owned by the minority shareholder based on our register of members dated as of March 31, 2024.
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 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. ​
(10) 55,970,815 — 14.2 5.3 GLV Holding Limited (11) 20,673,814 — 5.3 2.0 Engine Holdings Limited (12) 19,691,412 — 5.0 1.9 Express Ocean Universe Limited (1) — 73,680,917 18.7 69.7 ​ 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) 319,677,037 Class A ordinary shares and 73,680,917 Class B ordinary shares outstanding as of March 30, 2023, 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 30, 2023. ​ ​ *** 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.
(8) 55,970,815 — 13.6 5.2 Diviner Limited (9) ​ 45,428,598 ​ — ​ 11.0 ​ 4.2 Express Ocean Universe Limited (1) — 73,680,917 17.8 68.5 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) 339,104,792 Class A ordinary shares (excluding the 5,353,776 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, 2024, 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, 2024. *** 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.
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.
Employees We had 2,621, 3,180 and 3,255 employees as of December 31, 2020, 2021 and 2022, respectively. All of our employees are based in China. As of December 31, 2022, all of our employees were employed directly by us without the involvement of third-party human resources companies.
Employees We had 3,180, 3,255 and 4,248 employees as of December 31, 2021, 2022 and 2023, respectively. All of our employees are based in China.
Zhou is also a director of Luxuriant Holdings Limited, Teamsport Topco Limited and Tuniu Corporation. Mr. Zhou graduated from Tongji University. He received his Master of Science degree in Structural Engineering from Columbia University and his MBA degree from University of Southern California. Mr. Hongbin Zhou currently serves as our director. 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). Mr. Hongbin Zhou currently serves as our director. Mr.
Zhang graduated from Chongqing University of Technology. 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 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 contributes more than a decade of experience in the practice of law and is specialized in corporate finance, risk management, and regulatory compliance. Ms.
(6) The business address of Cong Lin is 2 Guanghua Road, C-2711, Chaoyang District, Beijing, People’s Republic of China. ​ (7) 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. ​ (8) Represents (i) 98,973,600 Class A ordinary shares held of record by Shanghai Yi Nan Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC and (ii) 15,495,818 Class A ordinary shares held of record by Shanghai Yin Nai Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC.
(7) Represents (i) 53,155,170 Class A ordinary shares held of record by Shanghai Yi Nan Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC and (ii) 8,322,248 Class A ordinary shares held of record by Shanghai Yin Nai Enterprise Management Partnership, a limited liability partnership incorporated under the laws of PRC.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 30, 2023, on a pro forma basis by: · each of our directors and executive officers; and 100 Table of Contents · each person known to us to beneficially own more than 5% of our ordinary shares.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2024 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own more than 5% of our ordinary shares. 98 Table of Contents The calculations in the table below are based on 339,104,792 Class A ordinary shares (excluding the 5,353,776 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, 2024.
(9) Represents 60,912,400 Class A ordinary shares held of record by Diviner Limited, a company registered in British Virgin Islands. Diviner Limited is ultimately controlled by Shanghai Divine Investment Management Co., Ltd., a PRC limited company. Shanghai Divine Investment Management Co., Ltd., is controlled by Jin Bian. The registered address of Diviner Limited is Start Chambers, Wickham’s Cay II, P.O.
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.
Zhou has also been working at Legend Capital Management Co., Ltd. since 2005, and currently serves as its managing director. Mr. Zhou is also a director of Jiangsu Lihua Livestock Co., Ltd., Beijing Chemclin Diagnostics Co., Ltd., Milkway Chemical Engineering Supply Chain Service Co., Ltd., Pharmaron (Beijing) Pharmaceutical Technology Co., Ltd. and Jiangsu Rec-Biotechnology Co., Ltd. Mr.
Zhou has also been working at Legend Capital Management Co., Ltd. since 2005, and currently serves as its co-chief investment officer and executive committee member. Mr.
Box 4301 Road Town, Tortola, British Virgin Islands. ​ (2) Represents 4,300,000 Class A ordinary shares underlying 4,300,000 share options granted to Hong Lu under our Public Company Plan. ​ (3) The business address of Shiwei Zhou is 968 Jinzhong Road, Changning District, Shanghai, People’s Republic of China. ​ ​ (4) The business address of Hongbin Zhou is 1366 Nanjing West Road, Floor 37, Jingan District, Shanghai, People’s Republic of China. ​ (5) 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.
(4) 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. (5) The business address of Cong Lin is 2 Guanghua Road, C-2711, Chaoyang District, Beijing, People’s Republic of China.
Removed
Zhao served as the head of strategic investment department of Qunar.com, a leading online travel agency in China. From 2010 to 2014, Ms. Zhao served as a vice president of Yonghua Capital, a private equity firm. Ms. Zhao graduated from Tsinghua University and received her MBA degree from Tsinghua University. Mr.
Added
Chen graduated from Zhejiang Gongshang University. 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.
Removed
Zhang brought us extensive hotel development and management experience. Prior to joining Atour from 2007 to 2013, Mr.
Added
Jianfeng Wu has served as our Co-Chief Financial Officer since 2023. Mr. Wu oversees our capital market matters, including investor relations and financing related matters, and is responsible for providing administrative and other support to our board. Prior to joining us, Mr.
Removed
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.
Added
Wu spent eight years with CMB International Capital Limited, where he has served as a Managing Director, a member of Investment Banking Business Management Committee and the Head of Consumer sector in the Corporate Finance Department. Prior to joining CMBI in 2015, Mr. Wu also served in the Investment Banking Division of UBS Securities Co. Limited since 2008.
Removed
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.
Added
He received his Bachelor’s Degree in Economics from the School of Economics and Management of Tsinghua University in 2008. Ms. Lijun Gao has served as our Chief Compliance Officer since 2023 and a director since 2021. Ms.
Removed
Compensation In 2022, we paid an aggregate of RMB14.1 million (US$2.0 million) in cash to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Added
Zhou is also a director of Milkway Chemical Engineering Supply Chain Service Co., Ltd.,Jiangsu Rec-Biotechnology Co., Ltd.,Shanghai Cell Therpy Group Co., Ltd., TriApex Laboratories Co., Ltd.,Ningbo Newbay Technology Development Co., Ltd. and Joy Wing Mau Fruit Technologies Co., Ltd.. Mr. Zhou graduated from Wuhan University and received his doctor’s degree in Business Administration from Fudan University. Ms.
Removed
The calculations in the table below are based on (i) 319,677,037 Class A ordinary shares and 73,680,917 Class B ordinary shares outstanding as of March 30, 2023.
Added
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.
Removed
Ltd. is 72 Anson Road, #12-01, Anson House, Singapore (079911). (11) Represents 20,673,814 Class A ordinary shares held of record by GLV Holding Limited, a company registered in British Virgin Islands wholly owned by Li Jin.
Added
(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, 2024, our employees and other qualified individuals other than members of our senior management as a group held a total of 13,579,167 share options granted under the Public Company Plan.
Removed
The registered address of GLV Holding Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, VG1110, British Virgin Islands. ​ (12) Represents 19,691,412 Class A ordinary shares held of record by Engine Holdings Limited, a company registered in British Virgin Islands wholly owned by Xining Rui.
Added
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 Hongbin Zhou is Room 3703-3707, Henglong Phase II, No. 1366 Nanjing West Road, Jing’an District, Shanghai, People’s Republic of China.
Removed
See Note (1) above for a description of the irrevocable proxy and power of attorney granted by Engine Holdings Limited with respect to such Class A ordinary shares. The registered address of Engine Holdings Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, VG1110, British Virgin Islands.
Added
(6) 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.
Removed
As of March 30, 2023, none of our outstanding ordinary shares are held by record holders in the United States. None of our shareholders has informed us that it is affiliated with a member of Financial Industry Regulatory Authority, or FINRA.
Added
The foregoing beneficial ownership information of Shanghai Yi Nan Enterprise Management Partnership and Shanghai Yin Nai Enterprise Management Partnership is based on the Amendment No. 1 to Schedule 13G filed by Shanghai Yi Nan Enterprise Management Partnership with the SEC on February 6, 2024.
Added
(8) 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. 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.
Added
The foregoing beneficial ownership information of Diviner Limited is based on the Amendment No. 1 to Schedule 13G filed by Diviner Limited with the SEC on February 6, 2024. Diviner Limited is ultimately controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a PRC limited company.
Added
To the best of our knowledge, as of March 31, 2024, 192,409,845 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 46.6% of our total issued and outstanding ordinary shares on an as-converted basis (excluding the 5,353,776 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.

Item 7. Management's Discussion & Analysis

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

5 edited+1 added−0 removed3 unchanged
Compensation—Share Incentive Plans.” 102 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 major related parties and their relationship with us as of December 31, 2022.
The table below sets forth the major related parties and their relationship with us as of December 31, 2023.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—6.E. Share Ownership.” 7.B. Related Party Transactions Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—6.B.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—6.E. Share Ownership.” 100 Table of Contents 7.B. Related Party Transactions Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—6.B.
Name of related parties Relationship with the Company Trip.com Group Ltd. and its subsidiaries (collectively referred to as “Trip.com Group”) ​ Ultimate parent of a principal shareholder of the Company ​ The table below sets forth our material related party transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB ​ ​ (in thousands) Hotel reservation payments collected on behalf of the Company Trip.com Group 257,963 588,238 692,771 Hotel reservation service fees Trip.com Group 14,473 21,276 11,334 ​ We conduct transactions with Trip.com Group, the ultimate parent of one of our principal shareholder, in the ordinary course of our business.
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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB ​ ​ (in thousands) Hotel reservation payments collected on behalf of the Company Trip.com Group 588,238 692,771 1,441,229 Hotel reservation service fees Trip.com Group 21,276 11,334 28,686 ​ 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 balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB RMB RMB ​ ​ (in thousands) Amounts due from related parties Trip.com Group 33,592 51,937 53,630 Amounts due to related parties Wang Haijun (1) 6,235 — — Trip.com Group 3,762 1,772 3,004 ​ ​ (1) The amount due to Wang Haijun was fully repaid in connection with our restructuring in 2021 for our initial public offering. 7.C.
The table below sets forth the balances with our related parties as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2022 ​ 2023 ​ RMB RMB ​ ​ (in thousands) Amounts due from related parties Trip.com Group 53,630 115,900 Amounts due to related parties Trip.com Group 3,004 1,104 ​ ​ 7.C.
Added
Interests of Experts and Counsel Not applicable. 101 Table of Contents

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