Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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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) |
03/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Sea Pearl Worldwide Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
80,303,816.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and (iii) 4,931,487 Class A ordinary shares beneficially owned by certain minority shareholder based on the Issuer's register of members dated as of March 31, 2025. Express Ocean Universe Limited is wholly owned by Dreamline Worldwide Ventures Limited, which is in turn wholly owned by Eternal River Trust, or the Trust, for which Trident Trust Company (HK) Limited acts as the trustee. Haijun Wang is the sole director of Express Ocean Universe Limited and the settlor of the Trust, retaining the investment and dispositive powers with respect to the assets of the Trust. The beneficiaries of the Trust are Haijun Wang and Sea Pearl Worldwide Holding Limited, a company registered in the British Virgin Islands and wholly owned by Haijun Wang. Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and the 4,931,487 Class A ordinary shares beneficially owned by the minority shareholder based on the Issuer's register of members dated as of March 31, 2025. As such, each of Haijun Wang and Sea Pearl Worldwide Holding Limited may be deemed to share beneficial ownership of the foregoing Class A ordinary shares. Both of Haijun Wang and Sea Pearl Worldwide Holding Limited disclaim economic interests with respect to the foregoing Class A ordinary shares. (2) See Item 4 for the calculation of the percentage in row 11.
SCHEDULE 13G
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| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Haijun Wang | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
84,835,520.00 | ||||||||
| 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)
20.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 1,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, (iii) 4,931,487 Class A ordinary shares beneficially owned by certain minority shareholder based on the Issuer's register of members dated as of March 31, 2025, and (iv) 4,531,704 Class A ordinary shares underlying 4,531,704 share options granted to Haijun Wang under the Issuer's Public Company Plan, which are exercisable within 60 days after March 31, 2025. (2) See Item 4 for the calculation of the percentage in row 11.
SCHEDULE 13G
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| CUSIP No. | 04965M106 |
| 1 | Names of Reporting Persons
Express Ocean Universe 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
73,680,917.00 | ||||||||
| 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)
17.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The values in rows 5,7, and 9 represent 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands. (2) See Item 4 for the calculation of the percentage in row 11.
SCHEDULE 13G
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| 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, hanghai, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Sea Pearl Worldwide Holding Limited Haijun Wang Express Ocean Universe Limited | |
| (b) | Address or principal business office or, if none, residence:
For Sea Pearl Worldwide Holding Limited, Haijun Wang and Express Ocean Universe Limited: 20th floor, Wuzhong Building, 618 Wuzhong Road, Minhang District, Shanghai, People's Republic of China | |
| (c) | Citizenship:
Sea Pearl Worldwide Holding Limited: The British Virgin Islands Haijun Wang: The People's Republic of China Express Ocean Universe Limited: The British Virgin Islands | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Sea Pearl Worldwide Holding Limited: 80,303,816 Haijun Wang: 84,835,520 Express Ocean Universe Limited: 73,680,917 | ||
| (ii) Shared power to vote or to direct the vote:
Sea Pearl Worldwide Holding Limited: 0 Haijun Wang: 0 Express Ocean Universe Limited: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sea Pearl Worldwide Holding Limited: 73,680,917 Haijun Wang: 78,212,621 Express Ocean Universe Limited: 73,680,917 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Sea Pearl Worldwide Holding Limited: 0 Haijun Wang: 0 Express Ocean Universe Limited: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A - Joint Filing Agreement |