Amendment: SEC Form SCHEDULE 13G/A filed by Atour Lifestyle Holdings Limited
$ATAT
Hotels/Resorts
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Atour Lifestyle Holdings Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) |
04965M106 (CUSIP Number) |
05/05/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Diviner 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
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,575,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 20,575,266 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands, as of May 5, 2025. Diviner Limited is controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a limited partnership registered in PRC, which, in turn, is ultimately controlled by its managing partner, Shanghai Divine Investment Management Co., Ltd., a PRC limited company. Shanghai Divine Investment Management Co., Ltd., is controlled by Jin Bian. Each Class A ordinary share is entitled to one vote.
(2) See Item 4 for the calculation of the percentage in row 11. As shown from the percentage of class, each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.3 constitutes an exit filing for each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian.
SCHEDULE 13G
|
| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,575,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 20,575,266 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands, as of May 5, 2025. Diviner Limited is controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a limited partnership registered in PRC, which, in turn, is ultimately controlled by its managing partner, Shanghai Divine Investment Management Co., Ltd., a PRC limited company. Shanghai Divine Investment Management Co., Ltd., is controlled by Jin Bian. Each Class A ordinary share is entitled to one vote.
(2) See Item 4 for the calculation of the percentage in row 11. As shown from the percentage of class, each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.3 constitutes an exit filing for each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian.
SCHEDULE 13G
|
| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Shanghai Divine Investment 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,575,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 20,575,266 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands, as of May 5, 2025. Diviner Limited is controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a limited partnership registered in PRC, which, in turn, is ultimately controlled by its managing partner, Shanghai Divine Investment Management Co., Ltd., a PRC limited company. Shanghai Divine Investment Management Co., Ltd., is controlled by Jin Bian. Each Class A ordinary share is entitled to one vote.
(2) See Item 4 for the calculation of the percentage in row 11. As shown from the percentage of class, each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.3 constitutes an exit filing for each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian.
SCHEDULE 13G
|
| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Jin Bian | ||||||||
| 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
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,575,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 20,575,266 Class A ordinary shares held by Diviner Limited, a company registered in British Virgin Islands, as of May 5, 2025. Diviner Limited is controlled by Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), a limited partnership registered in PRC, which, in turn, is ultimately controlled by its managing partner, Shanghai Divine Investment Management Co., Ltd., a PRC limited company. Shanghai Divine Investment Management Co., Ltd., is controlled by Jin Bian. Each Class A ordinary share is entitled to one vote.
(2) See Item 4 for the calculation of the percentage in row 11. As shown from the percentage of class, each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian has ceased to be the beneficial owner of more than five percent of the referenced class of securities. The filing of this Amendment No.3 constitutes an exit filing for each of Diviner Limited, Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership), Shanghai Divine Investment Management Co., Ltd. and Jin Bian.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Atour Lifestyle Holdings Ltd | |
| (b) | Address of issuer's principal executive offices:
1ST FLOOR, WUZHONG BUILDING, 618, WUZHONG ROAD, MINHANG DISTRICT, SHANGHAI, China | |
| Item 2. | ||
| (a) | Name of person filing:
Diviner Limited
Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership)
Shanghai Divine Investment Management Co., Ltd.
Jin Bian | |
| (b) | Address or principal business office or, if none, residence:
For Diviner Limited:
Start Chambers, Wickham's Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands
For Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership):
Rm 1502, Yongda International Tower, No. 2277 Longyang Rd., Pudong New District, Shanghai, People's Republic of China, 201204
For both Shanghai Divine Investment Management Co., Ltd. and Jin Bian:
Rm 906, Jiazhaoye Financial Center, No. 1188 Minsheng Rd., Pudong New District, Shanghai, People's Republic of China, 200120 | |
| (c) | Citizenship:
Diviner Limited: British Virgin Islands
Chengdu Dehui Duoyuan Enterprise Management Consulting Center (Limited Partnership): People's Republic of China
Shanghai Divine Investment Management Co., Ltd.: People's Republic of China
Jin Bian: People's Republic of China | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
04965M106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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. 78o);
| |
| (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 § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(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 § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
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) | Percent of class:
The total number of outstanding Class A ordinary shares used to calculate the percentage of class represented by the Class A ordinary Shares is the sum of (i) 340,876,937 Class A ordinary shares (excluding the 6,602,585 Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future share issuances upon the exercise or vesting of equity awards under the Issuer's Public Company Share Incentive Plan) and (ii) 73,680,917 Class B ordinary shares, all of which can be converted into an equal number of Class A ordinary shares at any time by the holder thereof, as disclosed in the annual report on Form 20-F for the fiscal year ended December 31, 2024 filed by the Issuer with the SEC on April 25, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit A Joint Filing Agreement |