UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2020
Commission File Number 001-38896
Luckin Coffee Inc.
(Exact Name of Registrant as Specified in Its Charter)
17F Block A, Tefang Portman Tower
No. 81 Zhanhong Road
Siming District, Xiamen, Fujian
Peoples Republic of China, 361008
+86-592-3386666
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
Luckin Coffee Inc. | ||||
|
|
|
|
|
| |
Date: |
June 26, 2020 |
|
By: |
/s/ Reinout Hendrik Schakel | ||
|
|
|
Name: |
Reinout Hendrik Schakel | ||
|
|
|
Title: |
Chief Financial Officer and Chief Strategy Officer | ||
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Proposal of Resignation and Removal of the Chairman of the Board |
99.2 |
|
Luckin Coffee Received a Notification to Convene an Extraordinary General Meeting; Board of Directors Recommends Shareholders Vote Against the Proposal to Remove Sean Shao as an Independent Director of the Board |
99.3 |
|
Notice of Extraordinary General Meeting |
Proposal of Resignation and Removal of the Chairman of the Board
BEIJING, June 26, 2020 (GLOBE NEWSWIRE) Luckin Coffee Inc. (the Company) (NASDAQ: LK) announced that the Board of Directors of the Company (the Board), resolved to require Mr. Charles Zhengyao Lu to resign as a director and the chairman of the Board, and pursuant to article 101 of the articles of association of the Company, a meeting of the Board will be held on July 2, 2020 to consider the proposal to remove Mr. Charles Zhengyao Lu, as a director and the chairman of the Board (the Proposed Resignation and Removal).
The Proposed Resignation and Removal was requested by the majority of directors of the Board, and based on findings presented by and the recommendations of the Special Committee of the Board (the Special Committee). The Special Committee based its recommendations on documentary and other evidence identified in its ongoing internal investigation and its assessment of Mr. Charles Zhengyao Lus degree of cooperation in the internal investigation.
The Company will provide an update on the Proposed Resignation and Removal in due course.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, potential, continue, ongoing, targets, guidance and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the SEC), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about the Companys beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Companys growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in Chinas e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of Chinas e-commerce market; PRC governmental policies and regulations relating to the Companys industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Companys filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
About Luckin Coffee Inc.
Luckin Coffee Inc. (NASDAQ: LK) has pioneered a technology-driven retail network to provide coffee and other products of high quality, high affordability, and high convenience to customers. Empowered by big data analytics, AI, and proprietary technologies, the Company pursues its mission to be part of everyones everyday life, starting with coffee. The Company was founded in 2017 and is based in China. For more information, please visit investor.luckincoffee.com.
Investor and Media Contacts
Investor Relations:
Luckin Coffee Inc. IR
Email: ir@luckincoffee.com
Bill Zima / Fitzhugh Taylor
ICR, Inc.
Phone: 646 880 9039
Media Relations:
Luckin Coffee Inc. PR
Email: pr@luckincoffee.com
Ed Trissel / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher
Phone: 212 355 4449
Exhibit 99.2
Luckin Coffee Received a Notification to Convene an Extraordinary General Meeting
Board of Directors Recommends Shareholders Vote Against the Proposal to Remove Sean Shao
as an Independent Director of the Board
BEIJING, June 26, 2020 (GLOBE NEWSWIRE) Luckin Coffee Inc. (the Company) (NASDAQ: LK) today announced that the Board of Directors of the Company (the Board) was notified (the Notification) by Mr. Charles Zhengyao Lu that, in his capacity as the Chairman of the Board, he had decided to convene an Extraordinary General Meeting of the shareholders of the Company (the Proposed EGM) at 15:00, July 5, 2020, Beijing time, pursuant to a requisition by Haode Investment Inc. (Haode). Haode, a company beneficially owned by Mr. Lu, is a stockholder of the Company holding 208,146,050 Class B ordinary shares, which represent approximately 37.2% of the aggregate voting power of the Companys equity stocks as of June 26, 2020.
The Board has reviewed the Notification, and the majority of directors of the Board have confirmed the date of the Proposed EGM. The Board resolved to recommend to shareholders to vote against the proposal to remove Mr. Sean Shao as an independent director of the Board, due to concerns of potential disruption to the ongoing internal investigation considering Mr. Shao currently serves as the chairman of the Special Committee of the Board.
A copy of the notice of the Proposed EGM posted to the Companys website is attached as Exhibit 99.3 to the Current Report on Form 6-K furnished by the Company today.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, potential, continue, ongoing, targets, guidance and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the SEC), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about the Companys beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Companys growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in Chinas e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of Chinas e-commerce market; PRC governmental policies and regulations relating to the Companys industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Companys filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
About Luckin Coffee Inc.
Luckin Coffee Inc. (NASDAQ: LK) has pioneered a technology-driven retail network to provide coffee and other products of high quality, high affordability, and high convenience to customers. Empowered by big data analytics, AI, and proprietary technologies, the Company pursues its mission to be part of everyones everyday life, starting with coffee. The Company was founded in 2017 and is based in China. For more information, please visit investor.luckincoffee.com.
Investor and Media Contacts
Investor Relations:
Luckin Coffee Inc. IR
Email: ir@luckincoffee.com
Bill Zima / Fitzhugh Taylor
ICR, Inc.
Phone: 646 880 9039
Media Relations:
Luckin Coffee Inc. PR
Email: pr@luckincoffee.com
Ed Trissel / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher
Phone: 212 355 4449
LUCKIN COFFEE INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of Luckin Coffee Inc. (NASDAQ: LK) (the Company or we) will be held at 15:00 Beijing Time on Sunday, 5 July 2020. The EGM will be held at H001, No. 118, Zhong Guan Cun Dong Road, Haidian District, Beijing, Peoples Republic of China.
Holders of record of the Companys ordinary shares, par value US$ 0.000002 per share (Ordinary Shares), as of the close of business of the date of this notice, New York time, are cordially invited to attend the EGM. Each ordinary share issued and outstanding as of the close of business of the date of this notice is entitled to vote at the EGM. Each resolution put to the vote at the EGM will be decided by poll.
The EGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:
Resolution 1: Mr. Sean Shao be and is hereby removed as an independent director of the Company with effect from the conclusion of the EGM.
Resolution 2: Mr. David Hui Li be and is hereby removed as a director of the Company with effect from the conclusion of the EGM.
Resolution 3: Mr. Erhai Liu be and is hereby removed as a director of the Company with effect from the conclusion of the EGM.
Resolution 4: Mr. Charles Zhengyao Lu be and is hereby removed as a director of the Company with effect from the conclusion of the EGM.
Resolution 5: Any directors appointed to the Board during the period between 19 June 2020 and the conclusion of the EGM (excluding independent directors, if any) be and are hereby removed as directors of the Company with effect from the conclusion of the EGM.
Resolution 6: The Company waives any right to and releases and forever discharges Mr. Sean Shao from any and all loss, damage, misfortune, or claims which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretion of Mr. Shaos office at the Company or in relation thereto, in law or in equity, whether known or unknown, suspected or absolute or contingent, which the Company ever had, now have or hereafter can, shall or may have against Mr. Shao, in the event that Resolution 1 above is passed at the EGM or that Mr. Shao voluntarily and unconditionally resigns from the Board prior to the conclusion of the EGM.
Resolution 7: Ms. Ying Zeng be and is hereby appointed as an independent director of the Company with effect from the conclusion of the EGM.
Resolution 8: Ms. Jie Yang be and is hereby appointed as an independent director of the Company with effect from the conclusion of the EGM.
Information relating to the director nominees is set out as follows:
Ms. Ying ZENG has more than 25 years of work experience in business and law. Ms. Zeng current serves as a partner of Orrick Herrington & Sutcliffe LLP, a leading international law firm. Ms. Zeng served as general counsel of Wechai Power Co., Ltd and vice president and country manager (China) for El Paso Corporation.
Ms. Jie YANG has more than 20 years management experience. Ms. Yang currently serves several roles in China University of Political Science and Law (CUPL), including the vice dean of Business School, deputy director of MBA Centre and chief secretary of the Business School Committee.
/s/ Charles Zhengyao LU |
|
|
|
|
|
Charles Zhengyao LU |
|
|
|
|
|
Chairman |
|
|
|
|
|
Dated: 19 June 2020 |
|
|