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

People’s 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

 

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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

 

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Exhibit 99.1

 

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 Lu’s 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 Company’s 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 Company’s 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 China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to the Company’s 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 Company’s 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 everyone’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to the Company’s 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 Company’s 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 everyone’s 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 99.3

 

 

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, People’s Republic of China.

 

Holders of record of the Company’s 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.

 

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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. Shao’s 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

 

 

 

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