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 August 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:

August 3, 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

 

Luckin Coffee to Hold an Extraordinary General Meeting on September 2, 2020 pursuant to a Shareholder Requisition to Re-Appoint Mr. Sean Shao, an Independent Director, to the Board

99.2

 

Notice of Extraordinary General Meeting

99.3

 

Members’ Requisition to Convene an Extraordinary General Meeting of Luckin Coffee Inc.

 

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Exhibit 99.1

 

Luckin Coffee to Hold an Extraordinary General Meeting on September 2, 2020 pursuant to a Shareholder Requisition to Re-Appoint Mr. Sean Shao, an Independent Director, to the Board

 

BEIJING, August 3, 2020 (GLOBE NEWSWIRE) — Luckin Coffee Inc. (the “Company”)(OTC:LKNCY) today announced that the Company received a requisition to convene an extraordinary general meeting of the Company (the “Requisition”) from Lucky Cup Holdings Limited and Fortune Cup Holdings Limited (collectively, the “Proposing Shareholders”), two registered members of the Company that collectively hold no less than 10% of the aggregate voting power of the Company’s equity stocks as of July 30, 2020.

 


The Requisition proposes, among others, to reinstate Mr. Sean Shao as a director of the Board of Directors of Luckin (the “Board”). Mr. Shao is a former director of the Board and the former chairman of the Special Committee established by the Board. Pursuant to the Requisition, the Proposing Shareholders expect the reappointment of Mr. Shao as a director can assist with the full implementation of the remedial measures recommended by the Special Committee of the Board.

 

The Board had reviewed the Requisition and decided to convene an Extraordinary General Meeting of the Company (the “Proposed EGM”) at 3:00 PM, September 2, 2020, Beijing time. The Board resolved to convene the Proposed EGM to consider and vote on the resolution regarding the appointment of Mr. Sean Shao as a director of the Company. A copy of the notice of the Proposed EGM posted to the Company’s website and a copy of the Requisition is attached as Exhibit 99.2 and Exhibit 99.3, respectively, 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. (OTC:LKNCY) 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: +1 646 880 9039

 

Media Relations:

 

Luckin Coffee Inc. PR

Email: pr@luckincoffee.com

 

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Exhibit 99.2

 

 

LUCKIN COFFEE INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be held on September 2, 2020

(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of Luckin Coffee Inc. (OTC:LKNCY) (the “Company” or “we”) will be held at 3:00 PM on Wednesday September 2, 2020, Beijing Time. The EGM will be held at H001, No. 118, Zhong Guan Cun Dong Road, Haidian District, Beijing, People’s Republic of China.

 

Members of record of the Company’s ordinary shares, par value US$ 0.000002 per share (“Ordinary Shares”), registered on the Company’s Register of Members as of the close of business of the date of this notice, New York time (the “Record Date”), are cordially invited to attend the EGM. Members of each Ordinary Share issued and registered on the Company’s Register of Members as of the Record Date is entitled to vote at the EGM. The 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 resolution:

 

Resolution 1: Mr. Sean Shao be and is hereby appointed as a director of the Company with effect from the conclusion of the EGM.

 

By Order of the Board of Directors,

 

 

 

 

/s/ Jinyi Guo

 

Jinyi Guo

 

Chief Executive Officer

 

 

Beijing, China

August 3, 2020

 


Exhibit 99.3

 

 

Centurium Capital

Suite 1008, Two Pacific Place

88 Queensway

Hong Kong

 

By hand and by email

 

30 July 2020

 

The Board of Directors

Luckin Coffee Inc.

c/o Conyers Trust Company (Cayman) Limited,

PO Box 2681 ,

Cricket Square,

Hutchins Drive,

George Town,

Grand Cayman KY1-1111 ,

Cayman Islands

 

Re:          Members’ Requisition to Convene an Extraordinary General Meeting of Luckin Coffee Inc (the “Company”)

 

Dear Sirs,

 

1.                                      We, representing Lucky Cup Holdings Limited and Fortunate Cup Holdings Limited, are registered shareholders of the Company together holding as of the date hereof not less than ten (10) per cent of all votes attaching to all issued and outstanding shares entitled to vote at general meetings of the Company.

 

2.                                      Pursuant to Articles 66- 68 of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), we hereby require the Chairman and/or the Board of Directors of the Company (the “Board”) to convene an extraordinary general meeting of the Company (“EGM”) as soon as practicable and in any event within 21 days of the date of deposit of this requisition at the registered office of the Company.

 

3.             The object of the EGM is for the members of the Company to consider and vote on the following resolutions:

 

(a)                                 Resolution 1: Ms Ying Zeng be and is hereby removed as a director of the Company with effect from the conclusion of the EGM.

 

(b)                                 Resolution 2: Ms Jie Yang be and is hereby removed as a director of the Company with effect from the conclusion of the EGM.

 

(c)                                  Resolution 3: Mr Sean Shao be and is hereby appointed as a director of the Company with effect from the conclusion of the EGM.

 

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4.             This requisition and the proposed resolutions are required due to the following:

 

(a)                                 The circumstances around the extraordinary general meeting held on 5 July 2020 (the “5 July EGM”) as requisitioned by Haode Investment Inc (“Haode”), a company controlled at the time by the former chairman of the Board, Mr. Charles Zhengyao Lu, including the timing of the 5 July EGM, the subsequent liquidation process of Haode, and the resolutions proposed by Haode in the 5 July EGM, caused concerns over the independence of the directors nominated by Haode and elected in the 5 July EGM.

 

(b)                                 It is important that there be no doubt as to the bona fides and ability to exercise independent judgment of any board member in order for the Company to be able to properly function.

 

(c)                                  We understand that the Company has been placed into provisional liquidation in order to restructure its debt position. In the circumstances, the directors retain certain powers and work with the provisional liquidators in facilitating a scheme or compromise with the Company’s creditors. It is therefore even more important that the bona fides and ability to exercise independent judgment on the part of the directors be certain and there be no doubt that the directors will duly fulfill their fiduciary duties.

 

(d)                                 Mr Sean Shao was the head of the Special Committee set up in March 2020 to carry out an independent investigation. His reinstatement will allow for the Board to fully implement the remedial measures as recommended by the Special Committee, and to further facilitate any process related thereto.

 

(e)                                  The proposed resolutions must be considered and, if approved by the members, passed in order that the Company’s Board can be properly constituted.

 

5.                                      We request a copy of the latest register of members of the Company confirming our registered shareholding in the Company. Please also send us a copy of the register of directors.

 

6.                                      The Board is hereby put on notice that it should not issue additional shares in the Company in such way as to affect the balance of voting power between shareholders of the Company or influence in any way the outcome of any resolutions of the shareholders of the Company, irrespective of any potential corporate benefit to the Company.

 

7.                                      All of our rights as a registered shareholder of the Company (including the right to convene the EGM if the Chairman and the Board fail to do so properly) are hereby reserved.

 

Kindly acknowledge receipt on behalf of the Company by signing and returning a copy of this requisition to us.

 

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Yours faithfully,

 

 

 

/s/ Liu, Jun

 

Liu, Jun

 

 

duly authorised signatory for and on behalf of

 

Lucky Cup Holdings Limited and Fortunate Cup Holdings Limited

 

Copy to:

 

Conyers Dill & Pearman

Attention: Nigel Meeson QC

By email: nigel.meeson@conyers.com

 

Alvarez & Marsal (Attn: Alexander Lawson & Wing Sze Tiffany Wong, Joint Provisional Liquidators ofthe Company) Campbells (Attn: Mark Goodman, Attorneys for the JPLs)

 

Receipt acknowledged at the registered office of the Company

 

/s/ Jinyi Guo

 

 

For and on behalf of Luckin Coffee Inc.

 

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