Washington, D.C. 20549
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Class A Ordinary Shares.
CUSIP number 04965M 106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the
Nasdaq Global Select Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares. The information required
in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1 |
Names of Reporting Persons.
Shanghai Yi Nan Enterprise Management Partnership |
2 |
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization
The People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
98,973,6001 |
6 |
Shared Voting Power
None |
7 |
Sole Dispositive Power
98,973,6001 |
8 |
Shared Dispositive Power
None |
9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
98,973,600 |
10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
25.2% of total outstanding Class A Ordinary Shares2 |
12 |
Type of Reporting Person (See Instructions)
CO |
___________________
1 Represents the 98,973,600 Class A
ordinary shares held of record by Shanghai Yi Nan Enterprise Management Partnership. Each Class A ordinary share is entitled to one vote.
2 See Item 4.
1 |
Names of Reporting Persons.
Legend Capital Management Co., Ltd. |
2 |
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization
The People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
114,469,4183 |
6 |
Shared Voting Power
None |
7 |
Sole Dispositive Power
114,469,4183 |
8 |
Shared Dispositive Power
None |
9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
114,469,418 |
10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
29.1% of total outstanding Class A Ordinary Shares2 |
12 |
Type of Reporting Person (See Instructions)
CO |
____________________
3 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. Both of Shanghai Yi Nan Enterprise Management Partnership and Shanghai Yin Nai
Enterprise Management Partnership are ultimately controlled by Legend Capital Management Co., Ltd. Each Class A ordinary share is entitled
to one vote.
1 |
Names of Reporting Persons.
Beijing Juncheng Hezhong Investment Management
Partnership |
2 |
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization
The People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
114,469,4184 |
6 |
Shared Voting Power
None |
7 |
Sole Dispositive Power
114,469,4184 |
8 |
Shared Dispositive Power
None |
9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
114,469,418 |
10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
29.1% of total outstanding Class A Ordinary Shares2 |
12 |
Type of Reporting Person (See Instructions)
CO |
____________________
4 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. Both of Shanghai Yi Nan Enterprise Management Partnership and Shanghai Yin Nai
Enterprise Management Partnership are ultimately controlled by Legend Capital Management Co., Ltd. Legend Capital Management Co., Ltd.
is majority-owned by Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership). Each Class A ordinary share is
entitled to one vote.
1 |
Names of Reporting Persons.
Beijing Junqi Jiarui Business Management Limited |
2 |
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☐
(b) ☐ |
3 |
SEC Use Only |
4 |
Citizenship or Place of Organization
The People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
114,469,4185 |
6 |
Shared Voting Power
None |
7 |
Sole Dispositive Power
114,469,4185 |
8 |
Shared Dispositive Power
None |
9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
114,469,418 |
10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
11 |
Percent of Class Represented by Amount in Row (9)
29.1% of total outstanding Class A Ordinary Shares2 |
12 |
Type of Reporting Person (See Instructions)
CO |
_____________________
5 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. Both of Shanghai Yi Nan Enterprise Management Partnership and Shanghai Yin Nai
Enterprise Management Partnership are ultimately controlled by Legend Capital Management Co., Ltd. Legend Capital Management Co., Ltd.
is majority-owned by Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership), which is controlled by Beijing
Junqi Jiarui Business Management Limited, its general partner. The powers to vote and sell the shares beneficially owned by Beijing Junqi
Jiarui Business Management Limited are exercised by its board of directors, which consists of Mr. Zhu Linan, Mr. Wang Nengguang, Mr. Chen
Hao and Mr. Li Jiaqing. Each Class A ordinary share is entitled to one vote.
| Item l(a). | Name of Issuer: |
Atour Lifestyle Holdings Limited
| Item l(b). | Address of Issuer’s Principal Executive Offices: |
18th floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Shanghai Yi Nan Enterprise Management
Partnership
Legend Capital Management Co., Ltd.
Beijing Juncheng Hezhong Investment Management
Partnership
Beijing Junqi Jiarui Business Management
Limited
| Item 2(b). | Address of Principal Business Office, or if None, Residence: |
For all reporting persons:
16th Floor, Block B, Rongke Information
Center, No. 2 South Road of Zhongguancun Academy of Sciences, Haidian District, Beijing, China.
Shanghai Yi Nan Enterprise Management
Partnership: The People’s Republic of China
Legend Capital Management Co., Ltd.: The
People’s Republic of China
Beijing Juncheng Hezhong Investment Management
Partnership: The People’s Republic of China
Beijing Junqi Jiarui Business Management
Limited: The People’s Republic of China
| Item 2( d). | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.0001
per share (each American Depositary Share (“ADS”), representing three Class A Ordinary Shares).
There is no CUSIP number assigned to the
Class A Ordinary Shares. CUSIP number 04965M 106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Select
Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares.
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-l(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 780); |
| (b) | ☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐
An investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E); |
| (f) | ☐
An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F); |
| (g) | ☐
A parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G); |
| (h) | ☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Rule 240.13d-l(b)(l)(ii)(J); |
| (k) | ☐ Group, in accordance with Rule 13d-l(b)(l)(ii)(K). If filing
as a non-U.S. institution in accordance with Rule 13d-1 (b)(1)(ii)(J), please specify the type of institution: ___ . |
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein
by reference. |
| (b) | The total number of outstanding Class A ordinary shares used to calculate the percent of class represented by the Class A ordinary
Shares is the sum of (i) 319,677,037 Class A ordinary shares outstanding as of the date of this filing as provided by the Issuer; and
(ii) 73,680,917 Class B ordinary shares held of record by Sea Pearl Worldwide Holding Limited, all of which can be converted into an equal
number of Class A ordinary shares at the discretion of Sea Pearl Worldwide Holding Limited. |
| (c) | The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein
by reference. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
LIST OF EXHIBITS
Exhibit No. |
Description |
A |
Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
|
Shanghai Yi Nan Enterprise Management Partnership |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Legend Capital Management Co., Ltd. |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Beijing Juncheng Hezhong Investment Management Partnership |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Beijing Junqi Jiarui Business Management Limited |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
[Signature page to 13G (Atour)]
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities
Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each
of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 13, 2023
|
Shanghai Yi Nan Enterprise Management Partnership |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Legend Capital Management Co., Ltd. |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Beijing Juncheng Hezhong Investment Management Partnership |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
|
Beijing Junqi Jiarui Business Management Limited |
|
|
|
|
|
By: |
/s/ Hongbin Zhou |
|
|
Name: Hongbin Zhou |
|
|
Title: Authorized Signatory |
[Signature page to joint filing agreement (Atour
13G)]