Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Unaudited Condensed Consolidated Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of December 31, 2023 and March 31, 2024

F-2

Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2024

F-5

Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2024

F-6

Notes to the Unaudited Condensed Consolidated Financial Statements

F-7

F-1

Table of Contents

ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of March 31,

Note

2023

2024

RMB

RMB

USD

(Note 2(b))

Assets

Current assets

Cash and cash equivalents

2,840,807

3,048,408

422,200

Short-term investments

751,794

711,525

98,545

Accounts receivable, net of allowance of RMB32,298and RMB30,972as of December 31, 2023 and March 31, 2024, respectively

12(b)

162,101

164,553

22,790

Prepayments and other current assets

3

251,900

270,544

37,470

Amounts due from related parties

15(b)

115,900

135,085

18,709

Inventories

119,078

105,711

14,641

Total current assets

4,241,580

4,435,826

614,355

Non-current assets

Restricted cash

946

946

131

Contract costs

12(d)

98,220

105,440

14,603

Property and equipment, net

4

266,120

280,378

38,832

Operating lease right-of-use assets

6

1,712,580

1,662,001

230,184

Intangible assets, net

5

4,247

4,240

587

Goodwill

17,446

17,446

2,416

Other assets

7

100,939

93,435

12,942

Deferred tax assets

144,947

160,832

22,275

Total non-current assets

2,345,445

2,324,718

321,970

Total assets

6,587,025

6,760,544

936,325

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of March 31,

Note

2023

2024

RMB

RMB

USD

(Note 2(b))

Liabilities and shareholders' equity

Current liabilities

Operating lease liabilities, current

6

295,721

316,113

43,781

Accounts payable

594,545

443,512

61,426

Deferred revenue, current

12(b)

406,066

381,768

52,874

Salary and welfare payable

189,823

132,487

18,349

Accrued expenses and other payables

9

684,391

759,669

105,213

Income taxes payable

136,201

169,241

23,440

Short-term borrowings

10

70,000

90,000

12,465

Amounts due to related parties

15(b)

1,104

1,979

274

Total current liabilities

2,377,851

2,294,769

317,822

Non-current liabilities

Operating lease liabilities, non-current

6

1,583,178

1,524,968

211,206

Deferred revenue, non-current

12(b)

369,455

400,041

55,405

Long-term borrowings, non-current portion

10

2,000

2,000

277

Other non-current liabilities

11

194,452

210,318

29,129

Total non-current liabilities

2,149,085

2,137,327

296,017

Total liabilities

4,526,936

4,432,096

613,839

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except share data and per share data, or otherwise noted)

As of December 31,

As of March 31,

Note

2023

2024

RMB

RMB

USD

(Note 2(b))

Shareholders' equity

Class A ordinary shares (USD0.0001par value; 2,900,000,000shares authorized; 340,316,306shares and 344,458,568shares issued as of December 31, 2023 and March 31, 2024, respectively; 339,104,792shares outstanding)

244

244

34

Class B ordinary shares (USD0.0001par value; and 100,000,000shares authorized; 73,680,917shares issued and outstanding)

56

56

8

Additional paid in capital

1,555,773

1,558,915

215,907

Retained earnings

507,226

764,384

105,866

Accumulated other comprehensive income

4,769

12,278

1,700

Total equity attributable to shareholders of the Company

2,068,068

2,335,877

323,515

Non-controlling interests

(7,979)

(7,429)

(1,029)

Total shareholders' equity

2,060,089

2,328,448

322,486

Commitments and contingencies

16

-

-

-

Total liabilities and shareholders' equity

6,587,025

6,760,544

936,325

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(All amounts in thousands, except share data and per share data, or otherwise noted)

For the three months ended March 31,

Note

2023

2024

RMB

RMB

USD

(Note 2(b))

Revenues:

12

Manachised hotels

446,798

836,111

115,800

Leased hotels

187,310

168,049

23,275

Retail

112,933

416,591

57,697

Others

26,895

47,542

6,584

Net revenues

773,936

1,468,293

203,356

Operating costs and expenses:

Hotel operating costs

(381,632)

(662,169)

(91,709)

Retail costs

(61,517)

(206,103)

(28,545)

Other operating costs

(10,137)

(9,826)

(1,361)

Selling and marketing expenses

(56,009)

(174,711)

(24,197)

General and administrative expenses

(193,204)

(76,655)

(10,617)

Technology and development expenses

(16,790)

(24,181)

(3,349)

Total operating costs and expenses

(719,289)

(1,153,645)

(159,778)

Other operating income, net

7,230

10,009

1,386

Income from operations

61,877

324,657

44,964

Interest income

4,843

13,519

1,872

Gain from short-term investments

5,354

9,592

1,328

Interest expense

(1,927)

(673)

(93)

Other (expenses) income, net

551

(466)

(65)

Income before income tax

70,698

346,629

48,006

Income tax expense

8

(52,626)

(88,921)

(12,315)

Net income

18,072

257,708

35,691

Less: net income attributable to non-controlling interests

197

550

76

Net income attributable to the Company

17,875

257,158

35,615

Net income

18,072

257,708

35,691

Other comprehensive income (loss)

Foreign currency translation adjustments, net of nil income taxes

(2,080)

7,509

1,040

Other comprehensive income (loss), net of income taxes

(2,080)

7,509

1,040

Total comprehensive income

15,992

265,217

36,731

Comprehensive income attributable to non-controlling interests

197

550

76

Comprehensive income attributable to the Company

15,795

264,667

36,655

Net income per ordinary share

13

-Basic

0.05

0.62

0.09

-Diluted

0.04

0.62

0.09

Weighted average ordinary shares used in calculating net income per ordinary share

13

-Basic

393,958,225

412,841,106

412,841,106

-Diluted

412,310,616

416,114,169

416,114,169

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ATOUR LIFESTYLE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except share data and per share data, or otherwise noted)

For the three months ended March 31,

2023

2024

RMB

RMB

USD

(Note 2(b))

Cash flows from operating activities:

Net cash generated from operating activities

361,657

143,236

19,838

Cash flows from investing activities:

Payment for purchases of property and equipment

(17,619)

(12,615)

(1,747)

Payment for purchases of intangible assets

-

(282)

(39)

Payment for purchases of short-term investments

(1,328,350)

(2,664,000)

(368,959)

Proceeds from maturities of short-term investments

1,332,460

2,713,861

375,865

Net cash generated from (used in) investing activities

(13,509)

36,964

5,120

Cash flows from financing activities:

Proceeds from borrowings

40,000

20,000

2,770

Repayment of borrowings

(980)

-

-

Net cash generated from financing activities

39,020

20,000

2,770

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(1,402)

7,401

1,025

Net increase in cash and cash equivalents and restricted cash

385,766

207,601

28,753

Cash and cash equivalents and restricted cash at the beginning of the period

1,590,107

2,841,753

393,578

Cash and cash equivalents and restricted cash at the end of the period

1,975,873

3,049,354

422,331

Supplemental disclosure of cash flow information:

Income tax paid

17,708

71,766

9,939

Interest paid

2,549

813

113

Supplemental disclosure of non-cash investing and financing activities:

Payable for purchase of property and equipment

8,092

34,872

4,830

Interest payable

2,508

1,966

272

Supplemental disclosure of cash and cash equivalents and restricted cash:

Cash and cash equivalents

1,974,927

3,048,408

422,200

Restricted cash

946

946

131

Total cash and cash equivalents and restricted cash

1,975,873

3,049,354

422,331

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ATOUR LIFESTYLE HOLDINGS LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except share data and per share data, or otherwise noted)

1.

Description of the business and organization

Description of the business

Atour Lifestyle Holdings Limited ("Atour" or the "Company"), is a holding company incorporated in the Cayman Islands. The Company conducts its business through its subsidiaries ("together referred to as the "Group"). The principal business activities of the Group are to develop lifestyle brands around hotel offerings in the People's Republic of China (the "PRC"). On November 11, 2022, the Company completed its IPO on NASDAQ in the United States under the stock code "ATAT".

Manachised hotels

Manachised hotels refers to franchised-and-managed hotels. Typically, the Group enters into certain franchise and management arrangements with franchisees for which the Group is responsible for providing branding, appointing and training of the hotel managers, and various other management services. Under typical franchise and management agreements, the franchisees are required to pay upfront franchise fees and continuing franchise fees, the majority of which are determined based on a certain percentage of the revenues of the hotel. The franchisees are responsible for hotel construction, renovation and maintenance. The term of the franchise and management agreements are typically eightto fifteen years.

Leased hotels

Leased hotels refer to the hotels that the Group operates and manages and where the properties are leased from third party lessors. The Group is responsible for hotel development and customization to conform to the Group's standards, as well as for repairs and maintenance and operating costs and expenses of properties over the term of the lease. The Group is also responsible for all aspects of hotel operations and management, including hiring, training and supervising the hotel managers and employees required to operate the hotels and purchasing supplies.

As of March 31, 2024, the principal subsidiaries of the Group are as follows:

Date of

Incorporation,

Percentage of

Merger or

Place of

Major

Subsidiaries

Ownership

Acquisition

Incorporation

Operation

Atour (Tianjin) Hotel Management Co., Ltd.

100%

August 30, 2012

PRC

Hotel management

Shanghai Atour Business Management (Group) Co., Ltd.

100%

February 17,2013

PRC

Hotel management

Xi'an Jiaduo Hotel Management Co., Ltd.

100%

August 30, 2013

PRC

Hotel management

Gongyu (Shanghai) Culture Communication Co., Ltd.

100%

December 02, 2014

PRC

Retail management

Shanghai Qingju Investment Management Co., Ltd.

100%

July 15, 2015

PRC

Investment management

Fuzhou Hailian Atour Hotel Management Co., Ltd.

51%

September 21, 2015

PRC

Hotel management

Chengdu Zhongchengyaduo Hotel Management Co., Ltd.

100%

November 26, 2015

PRC

Hotel management

Shanghai Hongwang Financial Information Service Co., Ltd.

100%

January 27, 2016

PRC

Financial information service management

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Table of Contents

Date of

Incorporation,

Percentage of

Merger or

Place of

Major

Subsidiaries

Ownership

Acquisition

Incorporation

Operation

Shanghai Shankuai Information Technology Co.,Ltd.

100%

February 01,2016

PRC

Retail management

Hangzhou Anduo Hotel Management Co., Ltd.

100%

April 20, 2017

PRC

Hotel management

Shanghai Leiduo Information Technology Co., Ltd.

100%

March 21, 2017

PRC

Retail management

Yueduo (Shanghai) Apartment Management Service Co., Ltd.

80%

March 23, 2017

PRC

Property Management

Shanghai Naiduo Hotel Management Co., Ltd.

100%

July 25, 2017

PRC

Hotel management

Shanghai Zhouduo Hotel Management Co., Ltd.

100%

August 04, 2017

PRC

Hotel management

Shanghai Chengduo Information Technology Co., Ltd.

100%

November 15, 2017

PRC

Software and Technology services

Beijing Chengduo Data Technology Co., Ltd.

100%

January 22, 2018

PRC

Technology services

Shanghai Xiangduo Enterprise Management Co., Ltd.

100%

April 13, 2018

PRC

Hotel management

Shanghai Guiduo Hotel Management Co., Ltd.

100%

May 08,2018

PRC

Hotel management

Atour (Shanghai) Travel Agency Co., Ltd.

100%

July 05, 2018

PRC

Travel agency operation

Guangzhou Zhongduo Hotel Management Co., Ltd.

100%

July 19, 2018

PRC

Hotel management

Shanghai Banduo Hotel Management Co., Ltd.

100%

October 11, 2018

PRC

Hotel management

Beijing Yueduo Property Management Co., Ltd.

80%

February 13, 2019

PRC

Property Management

Shanghai Xingduo Hotel Management Co., Ltd.

100%

May 24, 2019

PRC

Hotel management

Shanghai Jiangduo Information Technology Co., Ltd.

100%

March 07, 2019

PRC

Retail management

Shenzhen Jiaoduo Hotel Management Co., Ltd.

100%

March 25, 2019

PRC

Hotel management

Shanghai Huiduo Hotel Management Co., Ltd.

90%

July 15, 2019

PRC

Hotel management

Shanghai Mingduo Business Management Co., Ltd.

100%

July 18, 2019

PRC

Hotel management

Shanghai Youduo Hotel Management Co., Ltd.

100%

July 26, 2019

PRC

Hotel management

Shanghai Yinduo Culture Communication Co., Ltd.

100%

August 27, 2020

PRC

Retail management

Atour Hotel (HK) Holdings, Ltd.

100%

March 05, 2021

Hong Kong

Investment holding

Shanghai Rongduo Commercial Management Co., Ltd.

100%

June 13, 2022

PRC

Hotel management

Shanghai Yanduo Information Technology Co., Ltd.

100%

February 18, 2024

PRC

Retail management

Shanghai Yongduo Information Technology Co., Ltd.

100%

February 18, 2024

PRC

Retail management

Shanghai Dongduo Business Management Co., Ltd.

100%

February 22, 2024

PRC

Hotel management

Shanghai Qiduo Information Technology Co., Ltd.

100%

February 27, 2024

PRC

Retail management

2.

Significant accounting policies

(a)

Basis of preparation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Group as of and for the year ended December 31, 2023.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of March 31, 2024, the results of operations and cash flows for the three months ended March 31, 2023 and 2024, have been made.

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Table of Contents

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods. Items subject to such estimates and assumptions include, but are not limited to, estimate of breakage, the fair value of share-based compensation awards, allowance for doubtful accounts, impairment of inventory and the impairment of long-lived assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.

The consolidated financial statements are presented in Renminbi ("RMB"), rounded to the nearest thousands except share data and per share data, or otherwise noted.

Certain comparative items in the unaudited condensed consolidated financial statements have been reclassified to conform to the current year's presentation.

(b)

Convenience translation

Translations of balances in the unaudited condensed consolidated financial statements from RMB into United States dollars ("USD") as of and for the three months ended March 31, 2024 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB7.2203 representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 29, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on March 31, 2024, or at any other rate.

(c)

Risks and concentration

(1)

Foreign exchange risk

As the Group's principal activities are carried out in the PRC, the Group's transactions are mainly denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions involving RMB must take place through the People's Bank of China or other institutions authorized to buy and sell foreign exchange. The exchange rates adopted for the foreign exchange transactions are the rates of exchange quoted by the People's Bank of China that are determined largely by supply and demand.

The management does not expect that there will be any significant currency risk for the Group during the reporting periods.

(2)

Credit risk

The Group's credit risk primarily arises from cash and cash equivalents, short-term investments, accounts receivable and amounts due from related parties. The carrying amounts of these financial instruments represent the maximum amount of loss due to credit risk.

The Group expects that there is no significant credit risk associated with the cash and cash equivalents, restricted cash and short-term investments which are held by reputable financial institutions. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.

Accounts receivable is unsecured and are primarily derived from revenue earned from manachised hotels. The risk with respect to accounts receivable is mitigated by credit evaluations performed on them.

Amounts due from related parties are unsecured and are derived from the hotel reservation payment collected by the related parties on behalf of the Group. The Group believes that it is not exposed to unusual risks as the related parties are reputable travel agencies.

(3)

Concentration

The Group's hotel operating costs and retail costs include the costs of hotel supplies and retail products purchased from third party vendors. The following table summarizes vendors with greater than 10% of Group's purchase of products.

F-9

Table of Contents

As of

As of

December 31,

March 31,

2023

2024

Vendor A

14

%

17

%

3.

Prepayments and other current assets

Prepayments and other current assets consist of the following:

As of December 31,

As of March 31,

Note

2023

2024

RMB

RMB

Receivables on behalf of manachised hotels(1)

187,806

204,425

Prepaid advertising fees

15,363

20,854

Prepaid property management fees

9,333

8,808

Deposits

2,331

7,885

VAT recoverable

17,522

7,110

Prepayment for purchase of goods and service

4,264

5,306

Contract assets

12(b)

5,184

5,267

Others

13,221

10,889

Subtotal

255,024

270,544

Less: allowance for doubtful accounts

(3,124)

-

Total

251,900

270,544

(1) The amount represents fees to be collected from corporate customers and travel agencies on behalf of franchisees.

Changes in the allowance for doubtful accounts are as follows:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

At the beginning of the year/period

3,124

3,124

Write-off

-

(3,124)

At the end of the year/period

3,124

-

4.

Property and equipment, net

Property and equipment, net consists of the following:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Cost:

Leasehold improvements

412,409

443,089

Equipment, fixture and furniture, and other fixed assets

421,207

393,359

Total cost

833,616

836,448

Less: accumulated depreciation

(567,496)

(556,070)

Property and equipment, net

266,120

280,378

Depreciation expense recognized for the three months ended March 31, 2023 and 2024 was RMB21,598 and RMB16,860 respectively.

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5.

Intangible assets, net

Intangible assets, net, consist of the following:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Purchased software

11,055

11,337

Total cost

11,055

11,337

Less: accumulated amortization

(6,808)

(7,097)

Intangible assets, net

4,247

4,240

Amortization expense recognized for the three months ended March 31, 2023 and 2024 was RMB299 and RMB289 respectively.

Estimated amortization expense of the existing intangible assets is as follows:

RMB

Nine months ending December 31, 2024

803

2025

1,093

2026

864

2027

621

2028

269

Thereafter

590

Total

4,240

6.

Lease

As of March 31,2024, the Group operated 31leased hotels, leasing the underlying buildings. The Group generally enters into lease agreements with initial terms of 5 to 15 years. Some of the lease agreements contain renewal options. Such options are accounted for only when it is reasonably certain that the Group will exercise the options. The rent under current hotel lease agreements is generally payable in fixed rent. In addition to hotels leases, the Group also leases office spaces and logistics centers. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Right-of-use assets and lease liabilities are recognized upon lease commencement for operating leases. Variable lease payments that do not depend on a rate or index are expensed as incurred. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease term. In addition, the Group has elected not to separate non-lease components (e.g., common area maintenance fees) from the lease components.

In limited cases, the Group sublease certain hotels areas to third parties. Income from sublease agreements with third parties are included in retail revenues and others, within the unaudited condensed consolidated statements of comprehensive income.

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Table of Contents

Supplemental Balance Sheet

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Assets

Operating lease right-of-use assets

1,712,580

1,662,001

Liabilities

Current

Operating lease liabilities

295,721

316,113

Non-current

Operating lease liabilities

1,583,178

1,524,968

Total lease liabilities

1,878,899

1,841,081

Summary of Lease Cost

For the three months ended March 31,

2023

2024

Account Classification

RMB

RMB

Operating lease cost

91,599

90,573

Hotel operating costs, Retail costs, Other operating costs, General and administrative expenses

Variable lease cost

(4,743)

-

Hotel operating costs, Retail costs

Sublease income

(3,188)

(3,890)

Net revenues-Others

Total lease cost

83,668

86,683

Supplemental Cash Flow Information

For the three months ended March 31,

2023

2024

RMB

RMB

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

86,435

87,595

Right-of-use assets obtained in exchange for lease liabilities

-

16,654

As of December 31,

As of March 31,

2023

2024

Lease term and Discount Rate

Weighted-average remaining lease term (years)

Operating leases

7.42

7.23

Weighted-average discount rate

Operating leases

4.36

%

4.36

%

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Table of Contents

Summary of Future Lease Payments and Lease Liabilities

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

Total

RMB

Nine months ending December 31, 2024

302,281

2025

319,304

2026

283,055

2027

273,731

2028

271,791

Thereafter

695,348

Total undiscounted lease payment

2,145,510

Less: imputed interest

(304,429)

Present value of lease liabilities

1,841,081

7.

Other assets

Other assets consist of the following:

As of December 31,

As of March 31,

Note

2023

2024

RMB

RMB

Long-term rental deposits

74,497

69,305

Contract assets

12(b)

54,446

52,949

Prepayments for purchase of property and equipment

815

-

Subtotal

129,758

122,254

Less: allowance for doubtful accounts

(28,819)

(28,819)

Total

100,939

93,435

Changes in the allowance for doubtful accounts is as follows:

As of

As of

December

March

31, 2023

31, 2024

RMB

RMB

At the beginning of the year/period

-

28,819

Additional provisions

28,819

-

At the end of the year/period

28,819

28,819

8.

Income tax

The income tax expense for the three months ended March 31, 2023 and 2024 was RMB52,626 and RMB88,921, respectively. The Company's effective tax rates for the three months ended March 31, 2023 and 2024 was 74.4% and 25.7%, respectively.

The income tax expense for the three months ended March 31, 2023 reported in the unaudited condensed consolidated statement of comprehensive income materially differs from the amount computed by applying the PRC statutory income tax rate to income before income taxes, which is primarily due to non-deductible share-based compensation expenses.

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9.

Accrued expenses and other payables

Accrued expenses and other payables consist of the following:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Payments received on behalf of manachised hotels(1)

441,174

516,107

Deposits

64,672

67,991

VAT and other taxes payable

68,719

61,950

Service fee

64,211

54,971

Payable for purchase of property and equipment

16,079

34,872

Others

29,536

23,778

Total

684,391

759,669

(1) The amount represents the payments collected or to be collected from customers or travel agencies on behalf of the franchisees for the reservation of manachised hotels.

10.

Borrowings

Borrowings consist of the following:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Short-term borrowings:

Bank loans(1)

70,000

90,000

Total

70,000

90,000

Long-term borrowings, non-current portion:

Loan from third parties

2,000

2,000

Total

2,000

2,000

(1) As of March 31, 2024, the Group had several credit facilities with third party banks under which the Group can borrow up to RMB510,000during the term of the facilities mature from August 2024 to March 2025. The drawdown of the credit facilities is subject to the terms and conditions of each agreement. As of March 31, 2024, the unutilized credit facilities amounted to RMB420,000.

The weighted average interest rates of borrowings as of December 31, 2023 and March 31, 2024 were 3.3% and 3.2% per annum, respectively.

11.

Other non-current liabilities

Other non-current liabilities consist of the following:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Deposits received from franchisees

181,926

197,826

Asset retirement obligations

3,958

4,007

Others

8,568

8,485

Total

194,452

210,318

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Table of Contents

12.

Revenue

(a)

Disaggregation of revenue

For the three months ended March 31,

2023

2024

RMB

RMB

Upfront franchise fees

10,693

14,901

Continuing franchise fees

278,429

388,987

Sales of hotel supplies and other products

140,679

396,543

Other transactions with the franchisees

16,997

35,680

Manachised hotels

446,798

836,111

Room

173,754

154,762

Food and beverage

12,263

11,996

Others

1,293

1,291

Leased hotels

187,310

168,049

Retail

112,933

416,591

Others

26,895

47,542

Total

773,936

1,468,293

No geographical information is presented as the operations, customers and long-lived assets of the Group are all located in the PRC.

(b)

Contract balances

i)

The following tableprovides information about accounts receivable from contracts with customers:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

Accounts receivable

194,399

195,525

Less: allowance for doubtful accounts

(32,298)

(30,972)

Accounts receivable, net

162,101

164,553

Changes in the allowance for doubtful accounts is as follows:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

At the beginning of the year/period

19,468

32,298

Cumulative effect of the adoption of ASU 2016-13

1,371

-

Allowance made during the year/period

11,935

667

Write off during the year/period

(476)

(1,993)

At the end of the year/period

32,298

30,972

F-15

Table of Contents

ii)

The following table provides information about contracts assets:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

Current

5,184

5,267

Non-current

54,446

52,949

Subtotal

59,630

58,216

Less: allowance for doubtful accounts

(28,819)

(28,819)

Total contract assets

30,811

29,397

Changes in the allowance for doubtful accounts is as follows:

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

At the beginning of the year/period

-

28,819

Allowance made during the year/period

28,819

-

At the end of the year/period

28,819

28,819

iii)

The following tableprovides information about deferred revenue from contracts with customers:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

Current

406,066

381,768

Non-current

369,455

400,041

Contract liabilities

775,521

781,809

The deferred revenue balances above as of December 31, 2023 and March 31, 2024 were comprised of the following:

As of December 31,

As of March 31,

2023

2024

RMB

RMB

Upfront franchise fees

420,421

453,555

Advances from sales of hotel supplies and other products

238,739

213,682

Loyalty program

44,787

44,155

Others

71,574

70,417

Deferred revenue

775,521

781,809

The Company recognized revenues of RMB64,502 and RMB181,955 during the three months ended March 31, 2023 and 2024, which were included in deferred revenue balance at the beginning of each period.

(c)

Revenue allocated to remaining performance obligation

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods.

As of December 31, 2023 and March 31, 2024, the Group had RMB420,421 and RMB453,555 of deferred revenues related to upfront franchise fees which are expected to be recognized as revenues over the remaining contract periods over 1 to 20 years.

The Group has elected, as a practical expedient, not to disclose the transaction price allocated to unsatisfied or partially unsatisfied performance obligations that are part of a contract that has an original expected duration of one year or less.

F-16

Table of Contents

(d)

Contract costs

Contract costs capitalized as of December 31, 2023 and March 31, 2024 relate to the incremental sales commissions paid to the Group's sales personnel whose selling activities resulted in customers entering into franchise and management agreements with the Group. Contract costs are recognized as part of selling and marketing expenses in the consolidated statements of comprehensive income in the period in which revenue from the franchise fees is recognized. The amount of capitalized costs recognized in the unaudited condensed consolidated statements of comprehensive income for the three months ended March 31, 2023 and 2024 were RMB2,322 and RMB3,125, respectively.

13.

Net income per ordinary share

Basic and diluted net income per ordinary share for the three months ended March 31, 2023 and 2024 are calculated as follow:

For the three months ended March 31,

2023

2024

RMB

RMB

Numerator:

Net income attributable to the Company

17,875

257,158

Denominator:

Weighted average number of ordinary shares (for basic calculation)

393,958,225

412,841,106

Effect of dilutive share-based awards(1)

18,352,391

3,273,063

Weighted average number of ordinary shares and dilutive potential ordinary shares outstanding (for diluted calculation)

412,310,616

416,114,169

Basic net income per ordinary share (in RMB)

0.05

0.62

Diluted net income per ordinary share (in RMB)

0.04

0.62

(1) For the three months ended March 31, 2023 and 2024, 16,637and 400,000share options, respectively, were excluded from the calculation of diluted net income per ordinary share as their effects would have been anti-dilutive.

14.

Share based compensation

In accordance with the share incentive plan adopted in 2017 ("2017 Share Incentive Plan"), 51,200,000 ordinary shares were reserved to for issuance to selected persons including its directors, employees and consultants.

Under the 2017 Share Incentive Plan, share options granted contain a performance condition such that the awards only vest upon the completion of a Qualified IPO. For employees who terminate the employment before the completion of a Qualified IPO, the share options granted are forfeited upon the termination of employment. Options granted under the 2017 Share Incentive Plan are valid and effective for 10 years from the grant date.

In March 2021, the Company's board of directors approved a new share incentive plan ("Public Company Plan"), 51,029,546 ordinary shares were reserved for issuance to selected persons including its directors, employees and consultants. The unvested portion of share options, representing 14,196,882 share options granted under the 2017 Share Incentive Plan ("Original Awards") were replaced by the options granted under Public Company Plan ("Modified Awards") in April 2021, with the terms of the Modified Awards substantially the same as those of the Original Awards.

Under the Public Company Plan, share options granted prior to the IPO either 1) vest upon the completion of a Qualified IPO or 2) have a graded vesting schedules in oneto four years and vest upon completion of a Qualified IPO. Share options granted post IPO either vest upon grant or vest by a graded vesting schedule in oneto four years. Options granted are valid and effective for 10 years from the grant date.

There were no grants or exercises of share options during the three months ended March 31, 2024.

F-17

Table of Contents

For the three months ended March 31, 2023 and 2024, the Group recognized RMB141,580 and RMB3,142 share-based compensation expenses. The share-based compensation expenses have been categorized as either hotel operating costs, general and administrative expenses or selling and marketing expenses, depending on the job functions of the grantees.

A summary of share-based compensation expenses recognized for the three months ended March 31, 2023 and 2024 are presented below:

For the three months ended March 31,

2023

2024

RMB

RMB

Hotel operating costs

124

57

Selling and marketing expenses

38

112

General and administrative expenses

141,418

2,973

Total

141,580

3,142

15.

Related party transactions

In addition to the related party information disclosed elsewhere in the unaudited condensed consolidated financial statements, the Group entered into the following material related party transactions.

Name of party

Relationship

Trip.com Group Ltd. and its subsidiaries

(collectively referred to as "Trip.com Group")

Major shareholder of the Company and its affiliated entities

(a)

Major transactions with related parties

For the three months ended March 31,

2023

2024

RMB

RMB

Hotel reservation payments collected on behalf of the Group(1)

Trip.com Group

290,397

364,949

Hotel reservation service(2)

Trip.com Group

6,159

4,381

Corporate travel management service(3)

Trip.com Group

-

4,518

(1) Hotel reservation payments collected on behalf of the Group represent room charges net off travel agency reservation service fees of manachised hotels and room charges of leased hotels.
(2) Hotel reservation service represents travel agency reservation service fees of leased hotels.
(3) Corporate travel management service represents the fees charged for accommodation and transportation of the Group's business travels reserved through the management platform, which include the related service fees.

(b)

Balances with related parties

As of

As of

December 31,

March 31,

2023

2024

RMB

RMB

Amounts due from related parties

Trip.com Group

115,900

135,085

Amounts due to related parties

Trip.com Group

1,104

1,979

F-18

Table of Contents

16.

Commitments and contingencies

(a) Capital commitments

As of March 31, 2024, the Group's commitments related to leasehold improvements and installation of equipment for hotel operations was RMB7,560, which is expected to be incurred within a year.

(b)

Litigation and contingencies

The Group and its operations from time to time are, and in the future may be, parties to or targets of lawsuits, claims, investigations, and proceedings, including but not limited to non-compliance respect to licenses and permits, franchise and management agreements and lease contracts, which are handled and defended in the ordinary course of business. The Group believes that the ultimate liability, if any, in excess of amounts already provided for these matters in the unaudited condensed consolidated financial statements, is not likely to have a material adverse effect on the Group's results of operations, financial condition or cash flows.

17.

Changes in shareholders' equity

Total

Accumulated

equity

Additional

other

attributable

Non-

paid-in

Accumulated

comprehensive

to shareholders

controlling

Total

Class A Ordinary shares

Class B Ordinary shares

capital

Deficit

loss

of the Company

interests

shareholders' equity

Number of

Number of

Shares

RMB

Shares

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance at December 31, 2022

319,677,037

229

73,680,917

56

1,286,189

(78,304)

(10,865)

1,197,305

(9,899)

1,187,406

Cumulative effect of the adoption of ASU 2016-13

-

-

-

-

-

(1,028)

-

(1,028)

-

(1,028)

Balance at January 1, 2023

319,677,037

229

73,680,917

56

1,286,189

(79,332)

(10,865)

1,196,277

(9,899)

1,186,378

Profit for the period

-

-

-

-

-

17,875

-

17,875

197

18,072

Other comprehensive loss

-

-

-

-

-

-

(2,080)

(2,080)

-

(2,080)

Total comprehensive income

-

-

-

-

-

17,875

(2,080)

15,795

197

15,992

Share based compensation

-

-

-

-

141,580

-

-

141,580

-

141,580

Balance at March 31, 2023

319,677,037

229

73,680,917

56

1,427,769

(61,457)

(12,495)

1,353,652

(9,702)

1,343,950

Total

Accumulated

equity

other

attributable

Non-

Additional

Retained

comprehensive

to shareholders

controlling

Total

Class A Ordinary shares

Class B Ordinary shares

paid-in capital

earnings

income

of the Company

interests

shareholders' equity

Number of

Number of

Shares

RMB

Shares

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance at January 1, 2024

339,104,792

244

73,680,917

56

1,555,773

507,226

4,769

2,068,068

(7,979)

2,060,089

Profit for the period

-

-

-

-

-

257,158

-

257,158

550

257,708

Other comprehensive income

-

-

-

-

-

-

7,509

7,509

-

7,509

Total comprehensive income

-

-

-

-

-

257,158

7,509

264,667

550

265,217

Share based compensation

-

-

-

-

3,142

-

-

3,142

-

3,142

Balance at March 31, 2024

339,104,792

244

73,680,917

56

1,558,915

764,384

12,278

2,335,877

(7,429)

2,328,448

F-19

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Atour Lifestyle Holdings Ltd. published this content on 10 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2024 20:58:04 UTC.