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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year e

2、nded December 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period from to Commission file

3、 number:001-38896Luckin Coffee Inc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrants name into English)Cayman Islands(Jurisdiction of incorporation or organization)28th Floor,Building T3,Haixi Jingu Plaza1-3 Taibei RoadSiming District,Xiamen City,FujianPeoples Repu

4、blic of China,361008(Address of principal executive offices)Ms.Jing An,Chief Financial OfficerTel:+86-592-3386666Email:28th Floor,Building T3,Haixi Jingu Plaza1-3 Taibei RoadSiming District,Xiamen City,FujianPeoples Republic of China,361008(Name,Telephone,E-mail and/or Facsimile number and Address o

5、f Company Contact Person)Securities registered or to be registered pursuant to Section 12(g)of the Act:Title of each class Trading Symbol(s)American depositary shares,each ADS represents eight Class A Ordinary Shares,parvalue US$0.000002 per shareLKNCYClass A Ordinary Shares,par value US$0.000002 pe

6、r share*N/A*Not for trading,but only in connection with the quoting of the American depositary shares on the OTC market.Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.2,124,695,348 Class A

7、 Ordinary Shares,par value US$0.000002 per share,144,778,552 Class B Ordinary Shares,par value US$0.000002 per share,and 295,384,619 senior convertible preferred shares,par value US$0.000002 per share,as of December 31,2024.Indicate by check mark if the registrant is a well-known seasoned issuer,as

8、defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934.Yes No Table of ContentsNote Checking the box above will no

9、t relieve any registrant required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 from their obligations under those Sections.Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Excha

10、nge Act of 1934 during the preceding 12 months(or for such shorterperiod that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive

11、Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during thepreceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accel

12、erated filer,or a non-accelerated filer,or an emerging growth company.See definition of“large accelerated filer,”“accelerated filer”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an

13、emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Excha

14、nge Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements ass

15、essment of the effectiveness of its internal control over financial reporting under Section 404(b)ofthe Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by ch

16、eck mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensat

17、ion received by any of the registrants executive officersduring the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standa

18、rds as issued by theInternational Accounting Standards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18If this is an annual report,indicate by check mark whether the r

19、egistrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARSIndicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(d)of

20、 the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.Yes No Table of ContentsiTABLE OF CONTENTSINTRODUCTION1FORWARD-LOOKING INFORMATION AND RISK FACTORS SUMMARY4PART I8Item 1.Identity of Directors,Senior Management and Advisers8Item 2.Off

21、er Statistics and Expected Timetable8Item 3.Key Information8Item 4.Information on the Company57Item 4A.Unresolved Staff Comments98Item 5.Operating and Financial Review and Prospects98Item 6.Directors,Senior Management and Employees124Item 7.Major Shareholders and Related Party Transactions134Item 8.

22、Financial Information135Item 9.The Offer and Listing139Item 10.Additional Information140Item 11.Quantitative and Qualitative Disclosures About Market Risk151Item 12.Description of Securities Other than Equity Securities152PART II154Item 13.Defaults,Dividend Arrearages and Delinquencies154Item 14.Mat

23、erial Modifications to the Rights of Security Holders and Use of Proceeds154Item 15.Controls and Procedures154Item 16.A.Audit Committee Financial Expert155Item 16.B.Code of Ethics155Item 16.C.Principal Accountant Fees and Services Auditor Fees156Item 16.D.Exemptions from the Listing Standards for Au

24、dit Committees156Item 16.E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers156Item 16.F.Change in Registrants Certifying Accountant156Item 16.G.Corporate Governance156Item 16.H.Mine Safety Disclosure156Item 16.I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

25、s157Item 16.J.Insider Trading Policy157Item 16.K.Cybersecurity157PART III158Item 17.Financial Statements158Item 18.Financial Statements158Item 19.Exhibits158INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1Table of Contents1INTRODUCTIONExcept where the context otherwise requires and for purposes of this

26、 annual report only:“ADSs”refers to the American depositary shares,each representing eight of the Companys Class A Ordinary Shares;“Beijing Wholly Foreign Owned Enterprise”,or“Beijing WFOE”,refers to Beijing Luckin Coffee Co.,Ltd.;“CAC”refers to the Cyberspace Administration of China;“CSRC”refers to

27、 the China Securities Regulatory Commission;“Certificate of Designation”refers to the certificate of designation dated November 30,2021 that the Company adopted to create and issue a newseries of preferred shares;“China”or“PRC”refers to the Peoples Republic of China;and only in the context of descri

28、bing PRC laws,regulations and other legal or taxmatters in this annual report,excludes Taiwan,Hong Kong,and Macau;“Class A Ordinary Shares”refers to the Companys Class A Ordinary Shares of par value US$0.000002 per share;“Class B Ordinary Shares”refers to the Companys Class B Ordinary Shares of par

29、value US$0.000002 per share;“Company”refers to Luckin Coffee Inc.,a Cayman Islands exempted company in which investors in the ADSs are purchasing an interest;it is aholding company that does not conduct operations;“former variable interest entity”or“Former VIE”refers to Beijing Luckin Coffee Technol

30、ogy Ltd.,which is a PRC company whose financial resultshad been consolidated into our consolidated financial statements for accounting purposes for the years ended or as of December 31,2022 and 2023,but has not been an entity in which we own equity interest;due to the termination of the contractual

31、arrangements entered into by and among theBeijing WFOE,the Former VIE and its shareholders in March 2024,the financial results of the Former VIE will no longer be consolidated into ourconsolidated financial statements for accounting purposes since the date of termination;“GMV”refers to the transacti

32、on amount from the sales of freshly brewed and non-freshly brewed items through self-operated stores and partnershipstores;“item sold”refers to an item transacted on our mobile apps or through third-party platforms in a given period,regardless of whether the item waspaid for or was merely ordered th

33、rough our free product marketing initiative;“Luckin,”“we,”“us,”“our company,”“Group”and“our”refer to Luckin Coffee Inc.,a Cayman Islands exempted company,its subsidiaries and,only in the context of describing our consolidated financial statements for the years ended or as of December 31,2022,2023 an

34、d 2024,its formervariable interest entity;“Luckin Group”refers to Luckin Coffee Group Co.,Ltd.,which previously was also referred as Luckin Coffee(China)Co.,Ltd.,or Luckin China;“Ordinary Shares”as of the date hereof refers to the Companys Class A and Class B Ordinary Shares of par value US$0.000002

35、 per share and,prior to the completion of the Companys initial public offering,its Ordinary Shares and angel-1 and angel-2 shares of par value US$0.001 pershare;“our mobile apps”refers to our self-developed mobile apps,primarily including Luckin mobile apps and Weixin mini program;Table of Contents2

36、“PRC subsidiaries”refers to Luckin Coffee Group Co.,Ltd.,Beijing Luckin Coffee Co.,Ltd.,Luckin Investment(Tianjin)Co.,Ltd.,Luckin CoffeeRoasting(Pingnan)Co.,Ltd.,Luckin Coffee Food(Jiangsu)Co.,Ltd.,Luckin Coffee Trading(Xiamen)Co.,Ltd.,Luckin Coffee Development(Yunnan)Co.,Ltd.,Luckin Coffee Food(Qin

37、gDao)Co.,Ltd.,Guangdong Luckin Coffee Co.,Ltd.,Luckin Supply Chain Management(Xiamen)Co.,Ltd.and their respective subsidiaries in the context of describing their activities.“RMB”or“Renminbi”refers to the legal currency of the Peoples Republic of China;“Senior Preferred Shares”refers to a series of p

38、referred shares of the Company of par value US$0.000002 per share,designated as“Senior PreferredShares”pursuant to the Certificate of Designation;“Shares”refers to shares in the capital of the Company of any or all classes as the context may require,including any Ordinary Shares or SeniorPreferred S

39、hares;“SKUs”refers to stock keeping unit,a distinct type of item for sale;“transacting customer”refers to a customer who bought at least one item we offer on our mobile apps or through third-party platforms in a givenperiod,regardless of whether the customer paid for the item or merely ordered throu

40、gh our free product marketing initiative.Each unique mobileaccount is treated as a separate customer for purposes of calculating transacting customer;and“US$,”“dollars”or“U.S.dollars”refers to the legal currency of the United States.Unless otherwise noted,all translations from Renminbi to U.S.dollar

41、s and from U.S.dollars to Renminbi in this annual report are made at RMB7.2980to US$1.00,the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 27,2024.We make no representation thatany Renminbi or U.S.dollar amounts could have been,or could be,converted

42、 into U.S.dollars or Renminbi,as the case may be,at any particular rate,therates stated below,or at all.Luckin Coffee Inc.is a Cayman Islands holding company that primarily operates its business in China through its PRC subsidiaries.Such structureinvolves unique risks to investors.See“Item 3.Key Inf

43、ormation3.D.Risk FactorsRisks Relating to Our Corporate StructureWe are a Cayman Islandsholding company.As a result,you may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in Chinaagainst us or our management based on foreign laws.”Due to

44、 the constant evolution of the social,legal,and economic environments,we face various risks and uncertainties related to doing business in China.The PRC government has significant authority to exert influence on the ability of a China-based company,such as us,to conduct its business and acceptforeig

45、n investments.For example,we face risks associated with regulatory approvals on offshore securities offerings,oversight on cybersecurity and dataprivacy as the PRC legal system and regulatory environment continue to rapidly evolve.The PRC government has recently published new policies thatsignifican

46、tly affected various industries,and we cannot rule out the possibility that it will in the future further release regulations or policies regarding ourindustry that could adversely affect our business,financial condition and results of operations.For a detailed description of risks relating to doing

47、 business inChina,see“Item 3.Key Information3.D.Risk FactorsRisks Relating to Doing Business in China.”Corporate StructureInvestors in the ADSs are not purchasing equity securities of our subsidiaries that have substantive business operations in China,but instead arepurchasing equity securities of a

48、 Cayman Islands holding company,Luckin Coffee Inc.,which primarily operates its business in China through its PRCsubsidiaries.Historically,we,through the Beijing WFOE,entered into a series of contractual arrangements with the Former VIE as well as its shareholders so that wecould hold certain foreig

49、n restricted licenses and permits,such as the internet content provider license(the“ICP license”),through the Former VIE.Thoughthe Former VIE has not been an entity in which we own equity interests or through which we operate business,its financial results had been consolidated intoour consolidated

50、financial statements before the Termination Date.See“Item 4.Information on the Company4.C.Organizational StructureFormerContractual Arrangements with the Former VIE and Its Nominee Shareholders”for details on these contractual arrangements.Table of Contents3On March 15,2024(the“Termination Date”),we

51、 terminated these contractual arrangements because(i)the foreign restricted licenses and permits heldthrough the Former VIE are not necessary for our business operations as currently conducted,and(ii)we believe the termination of these arrangements helpto optimize our corporate governance structure.

52、Historically,the financial contribution of such Former VIE was not material to the Group.For the years endedDecember 31,2022 and 2023 and for the period from January 1,2024 to the Termination Date,the Former VIE did not contribute any external revenues tothe Groups total revenues.As of December 31,2

53、023,total assets of the Former VIE,excluding amounts due from other companies in the Group,equaled tonil percent of the Groups consolidated total assets as of the same date.Due to the termination,the financial results of the Former VIE have not beenconsolidated into the Group consolidated financial

54、statements for accounting purpose since the Termination Date.As of December 31,2024,no assets of theFormer VIE was included in the Groups consolidated total assets due to the termination in March 2024.In March 2024,we disposed our entire equity interestin the Former VIE and no consideration was rece

55、ived.At the time of disposal,the Former VIE was in a net liability position,and the overall financial resultsof the Former VIE was negligible to the Group;accordingly,the financial impact of this disposal was immaterial.The disposal was not a strategic shift of theGroups business and would not have

56、a material impact on the Groups business,therefore the disposal did not qualify as discontinued operations.The following diagram illustrates our corporate structure before the foregoing contractual arrangements were terminated in March 2024.The following diagram illustrates our corporate structure a

57、s of the date of this annual report.Table of Contents4FORWARD-LOOKING INFORMATION AND RISK FACTORS SUMMARYThis annual report contains forward-looking statements that involve risks and uncertainties.All statements other than statements of historical facts areforward-looking statements.These statement

58、s involve known and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements to be materially different from those expressed or implied by the forward-looking statements.You should not rely uponforward-looking statements as predictions of future eve

59、nts.You can identify these forward-looking statements by words or phrases such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“likely to”or other similar expressions.We have based these forward-looking statements largely on our current expectations and projections ab

60、outfuture events and financial trends that we believe may affect our financial condition,results of operations,business strategy and financial needs.Theseforward-looking statements include,but are not limited to,statements about:our mission,vision,strengths and growth strategies;our future business

61、development,results of operations and financial condition;relevant government policies and regulations relating to our business and industry;the legal and governmental proceedings,investigations and information requests against us;the potential settlement of contingent liabilities pursuant to litiga

62、tions filed or threatened to be filed against us;the restructuring of our financial obligations;general economic,political,demographic and business condition in China and globally;andassumptions underlying or related to any of the foregoing.We would like to caution you not to place undue reliance on

63、 these forward-looking statements and you should read these statements and the summary ofthe risk factors below in conjunction with the risk factors disclosed in“Item 3.Key Information3.D.Risk Factors.”Other sections of this annual reportinclude additional factors which could adversely impact our bu

64、siness and financial performance.Moreover,we operate in an evolving environment.New riskfactors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties,nor can we assess theimpact of all factors on our business or the extent

65、to which any factor,or combination of factors,may cause actual results to differ materially from thosecontained in any forward-looking statements.We qualify all of our forward-looking statements by these cautionary statements.We do not undertake anyobligation to update or revise the forward-looking

66、statements,whether as a result of new information,future events or otherwise,except as required underapplicable law.You should read this annual report and the documents that we reference in this annual report completely and with the understanding that ouractual future results may be materially diffe

67、rent from what we expect.Important factors that could cause actual future results to differ materially from our expectations include,among others,the following:the success of members of our management in assuming their roles and the ability of the management team to implement and achieve our strateg

68、iesand goals as they develop;the success of the members of our board of directors in assuming their roles;the expense,timing and outcome of legal and governmental proceedings,investigations and information requests relating to,among other matters,our disclosure and accounting practices,including the

69、 impact of our settlement with the SEC,pending and ongoing investigations by the U.S.andPRC authorities,a number of pending litigations and other investigations or proceedings that are ongoing or may be initiated;Table of Contents5the effectiveness of the measures implemented to improve the overall

70、effectiveness of our internal control system;potential additional litigation and regulatory investigations(and any costs,expenses,use of resources,diversion of management time and efforts,liability and damages that may result therefrom),negative publicity and reputational harm on us,products and bus

71、iness that may result from publicscrutiny of our business,disclosure and accounting practices;the impacts of changes and developments in the international geopolitical environment;andthe impacts of changes and developments in regulatory policies in China and the United States.In addition,we are face

72、d with other risks and uncertainties,any of which could have a material adverse effect on our business,financial condition,resultsof operations and prospects.In particular,as we are a China-based company incorporated in the Cayman Islands,you should pay special attention tosubsections headed“Item 3.

73、Key Information3.D.Risk FactorsRisks Relating to Doing Business in China”and“Item 3.Key Information3.D.RiskFactorsRisks Relating to Our Corporate Structure.”A summary of the principal risks we face is set forth below.Risks Relating to the Fabricated Transactions,Internal Investigation,Internal Contr

74、ol,Offshore Restructuring and Related MattersThe Fabricated Transactions(as defined in Item 3.D.Risk Factors)first disclosed in 2020 have exposed us to a number of legal proceedings,investigations and inquiries,resulted in significant legal and other expenses,and required significant time and attent

75、ion from our seniormanagement,among other adverse impacts.We are the subject of a number of legal proceedings,investigations and inquiries by governmental agencies with respect to the FabricatedTransactions first disclosed in 2020,which have had and could continue to have a material adverse effect o

76、n our reputation,business,financialcondition,cash flows and results of operations,and could result in additional claims and material liabilities.We have been named as a defendant in a number of lawsuits filed by purchasers of our securities,and may be subject to such lawsuits in the future,including

77、 class action lawsuits that,absent settlement,could have a material adverse impact on our business,financial condition,results ofoperations and cash flows,and our reputation.Matters relating to or arising from the Fabricated Transactions and the Internal Investigation,including adverse publicity and

78、 potential concernsfrom our customers,suppliers or others with whom we do business,have had and could continue to have an adverse effect on our business andfinancial condition.If we fail to implement and maintain an effective system of internal control,we may be unable to accurately report our resul

79、ts of operations,meetour reporting obligations or prevent fraud,and investor confidence and the trading price of the ADSs may be materially and adversely affected.Risks Relating to Our Business and IndustryIf we fail to acquire new customers or retain existing customers in a cost-effective manner,ou

80、r business,financial condition and results ofoperations may be materially and adversely affected.We face intense competition in Chinas coffee industry and food and beverage sector in general,and our products are not proprietary.If we fail tocompete effectively,we may lose market share and customers,

81、and our business,financial condition and results of operations may be materially andadversely affected.Our success depends on the continuing efforts of our key management and experienced and capable personnel as well as our ability to recruit newtalent.If we fail to hire,train,retain or motivate our

82、 staff,our business may suffer.Table of Contents6Failure to maintain the quality and safety of our products could have a material and adverse effect on our reputation,financial condition and resultsof operations.Any significant disruption in our technology infrastructure or our failure to maintain t

83、he satisfactory performance,security and integrity of ourtechnology infrastructure would materially and adversely affect our business,reputation,financial condition and results of operations.A significant interruption in the operations of our third-party suppliers,retail partners and service provide

84、rs could potentially disrupt ouroperationsOur business generates and processes a large amount of data,which subjects us to evolving governmental regulations and other legal obligationsrelated to privacy,cybersecurity,information security and data protection,many of which are subject to changes and u

85、ncertain interpretations.Anyfailure to comply with these governmental regulations and legal obligations,improper use or disclosure of such data by us,our employees or ourbusiness partners could subject us to significant reputational,financial,legal and operational consequences.Risks Relating to Our

86、Corporate StructureWe are a Cayman Islands holding company.As a result,you may experience difficulties in effecting service of legal process,enforcing foreignjudgments or bringing actions in China against us or our management based on foreign laws.You may face difficulties in protecting your interes

87、ts,and your ability to protect your rights through U.S.courts may be limited because we areincorporated under Cayman Islands law.Risks Relating to Doing Business in ChinaChanges in Chinas economic,political or social conditions or government policies could have a material adverse effect on our busin

88、ess andoperations.The PRC government exerts substantial influence over the manner in which we conduct our business and may intervene in our offeringsconducted overseas or foreign investment in China-based issuer.Any actions by the PRC government to exert more oversight and discretion couldresult in

89、a material adverse change in our operations,which may consequently have a material adverse effect on our financial condition,results ofoperations and our future prospects or hinder our ability to offer or continue to offer securities to investors.In such events,our Ordinary Shares andADSs could decl

90、ine in value or become worthless.For details,see pages 38 and 39 of this annual report.Changes in laws,regulations and policies in China could adversely affect us.We could be adversely affected by uncertainties with respect to thePRC legal system because the interpretations and enforcement of many l

91、aws,regulations,and rules may be subject to changes.Since the PRC legalsystem and regulatory environment continue to rapidly evolve,rules and regulations in China can change quickly with little advance notice.Fordetails,see pages 39 and 40 of this annual report.If the PCAOB is prevented from fully e

92、valuating audits and quality control procedures of our auditor,investors may be deprived of the benefits ofsuch PCAOB inspections.For details,see page 40 of this annual report.Trading in our ADSs on the OTC may be prohibited under the HFCA Act,if the PCAOB determines in the future that it no longer

93、has full access toinspect or fully investigate our auditors.The prohibition of trading in our ADSs on the OTC may materially and adversely affect the value of yourinvestment.If this happens there is no certainty that we will be able to list our Ordinary Shares on a non-U.S.exchange or that a market

94、for ourOrdinary Shares will develop outside the United States.For details,see pages 40 and 41 of this annual report.Various legislative and regulatory developments related to overseas listed China-based companies and other developments due to political tensionsbetween the United States and China may

95、 have a material adverse impact on our listing and trading in the United States and the trading prices ofour ADSs.For details,see page 41 of this annual report.Table of Contents7Cash in our business in the PRC may not be available to fund operations or for other use outside of the PRC due to the rul

96、es and restrictions underrelevant PRC laws and regulations regarding the transfer of cash.We may rely on dividends and other distributions on equity paid by our PRCsubsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC subsidiaries to make p

97、aymentsto us could have a material and adverse effect on our ability to conduct our business.In particular,the ability of our PRC subsidiaries to paydividends may be subject to foreign exchange restrictions and dividends may be paid only out of the distributable profits of our PRC subsidiaries asdef

98、ined under the PRC laws and regulations.For details,see pages 41 and 42 of this annual report.The approval,filing or other requirements of the CSRC,the CAC or other PRC government authorities may be required under PRC law inconnection with our offshore securities offering(including equity securities

99、 and debt securities)or other activities in overseas capital markets,and,if required,we cannot predict whether or for how long we will be able to obtain such approval.For details,see pages 42,43 and 44 of this annualreport.Risks Relating to the ADSsOur dual-class share structure with different votin

100、g rights limits your ability to influence corporate matters and could discourage others frompursuing any change of control transactions that holders of our Class A Ordinary Shares and the ADSs may view as beneficial.Our Senior Preferred Shares have rights,preferences and privileges that are not held

101、 by,and are preferential to,the rights of our Ordinary Sharesand ADSs,which could result in the interests of the holders of our Senior Preferred Shares differing from those of the holders of our OrdinaryShares and ADSs.The trading price of the ADSs has been and may continue to be volatile,which coul

102、d result in substantial losses to investors.Table of Contents8PART IItem 1.Identity of Directors,Senior Management and AdvisersNot applicable.Item 2.Offer Statistics and Expected TimetableNot applicable.Item 3.Key InformationInvestors in the ADSs are not purchasing equity securities of our subsidiar

103、ies that have substantive business operations in China,but instead arepurchasing equity securities of a Cayman Islands holding company,which primarily operates its business in China through its PRC subsidiaries.Ourcorporate structure involves unique risks to investors in the ADSs.See“3.D.Risk Factor

104、Risks Relating to Our Corporate Structure”for a detaileddiscussion.Historically,we,through the Beijing WFOE,entered into a series of contractual arrangements with the Former VIE as well as its shareholders so that wecan hold certain foreign restricted licenses and permits,such as the ICP license,thr

105、ough the Former VIE.Though the Former VIE has not been an entity inwhich we own equity interests or through which we operate business,its financial results had been consolidated into our consolidated financial statementsbefore the Termination Date for accounting purposes.See“Item 4.Information on th

106、e Company4.C.Organizational StructureFormer ContractualArrangements with the Former VIE and Its Nominee Shareholders”for details on these contractual arrangements.In March 2024,we terminated these contractual arrangements because(i)the foreign restricted licenses and permits held through the Former

107、VIE are notnecessary for our business operations as currently conducted,and(ii)we believe the termination of these arrangements help to optimize our corporategovernance structure.For the condensed consolidating schedule that disaggregates the parent company,the Former VIE and its consolidated subsid

108、iaries forLuckin Coffee Inc.for the years ended December 31,2022 and 2023 and for the period from January 1,2024 to the Termination Date,see“Item 5.Operatingand Financial Review and Prospects5.B.Liquidity and Capital ResourcesHolding Company StructureCondensed Consolidating Schedule.”As used in this

109、 annual report,“we,”“us,”“our company,”“our,”“Group”or“Luckin”refers to Luckin Coffee Inc.and its subsidiaries,and also itsFormer VIE,in the context of describing Luckin Coffee Inc.s consolidated financial information for the years ended or as of December 31,2022,2023 and2024.PRC subsidiaries refer

110、to Luckin Coffee Group Co.,Ltd.,Beijing Luckin Coffee Co.,Ltd.,Luckin Investment(Tianjin)Co.,Ltd.,Luckin CoffeeRoasting(Pingnan)Co.,Ltd.,Luckin Coffee Food(Jiangsu)Co.,Ltd.,Luckin Coffee Trading(Xiamen)Co.,Ltd.,Luckin Coffee Development(Yunnan)Co.,Ltd.,Luckin Coffee Food(QingDao)Co.,Ltd.,Guangdong L

111、uckin Coffee Co.,Ltd.,Luckin Supply Chain Management(Xiamen)Co.,Ltd.and theirrespective subsidiaries in the context of describing their activities.The Former VIE refers to Beijing Luckin Coffee Technology Ltd.in the context ofdescribing its activities and the former contractual arrangements with us.

112、We face various legal and operational risks and uncertainties as a company based in and primarily operating in China due to the constant evolution of thesocial,legal,and economic environments.Changes in Chinas economic,political or social conditions or government policies could have a material adver

113、seeffect on our business and operations.We could be adversely affected by uncertainties with respect to the PRC legal system.Rules and regulations in Chinacan change quickly with little advance notice.In addition,as the regulatory environment continues to rapidly evolve,the interpretation and enforc

114、ement ofPRC laws and regulations involve additional uncertainties.Since PRC administrative rules may be subject to changes,which may affect our business,it maybe difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy.Table of Contents9The

115、 PRC government has significant authority to exert influence on the ability of a China-based company,like us,to conduct its business,accept foreigninvestments or be listed on a U.S.stock exchange.We also face risks associated with recent statements and regulatory actions by the PRC government,includ

116、ing those related to regulatory approvals of offshore securities offerings,anti-monopoly regulatory investigations and actions,cybersecurity and dataprivacy compliance.For example,the PRC government has recently indicated an intent to exert more oversight over overseas securities offerings andpublis

117、hed a series of laws and regulations to regulate such transactions.See“Item 4.Information on the Company 4.A.History and Development of theCompany Recent Regulatory Development”for more information about these new laws and regulations.If the CSRC,CAC or other PRC regulatoryagencies determine that pr

118、ior approval is required for any of our offerings of securities overseas or other activities in overseas capital markets,we cannotguarantee that we will be able to obtain such approval in a timely manner,or at all.The CSRC,CAC or other PRC regulatory agencies may also take actionsrequiring us,or mak

119、ing it advisable for us,not to proceed with such activities.If we proceed with any of such activities without obtaining the CSRCs,CACsor other PRC regulatory agencies approval to the extent it is required,or if we are unable to comply with any new regulatory requirements,we may faceregulatory action

120、s or other sanctions from the CSRC,CAC or other PRC regulatory agencies.These regulatory agencies may impose fines and penalties onour operations in China,limit our ability to pay dividends outside of China or accept foreign investments,delay or restrict the repatriation of the proceedsfrom offering

121、 of securities overseas into China or take other actions that could have a material adverse effect on our business,financial condition,results ofoperations and prospects,as well as the trading price of the ADSs.As the PRC legal system and regulatory environment continue to rapidly evolve,the PRC gov

122、ernment has recently published new policies that affectedvarious industries,and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adverselyaffect our business,financial condition and results of operations.While we believe

123、that our business operations comply with relevant PRC laws andregulations currently in force in all material respects,we cannot guarantee that new rules or regulations promulgated in the future will not impose anyadditional requirement on us or otherwise tighten the regulations on companies like us.

124、Any such action,once taken by the PRC government,could cause thevalue of our securities to significantly decline or become worthless.We also face risks associated with the Holding Foreign Companies Accountable Act,or the HFCA Act,which was enacted on December 18,2020.Underthe HFCA Act,if the SEC det

125、ermines that an issuer has filed audit reports issued by a registered public accounting firm that has not been subject to inspectionby the PCAOB for two consecutive years beginning in 2021,the SEC will prohibit its securities from being traded on a national securities exchange or in theover-the-coun

126、ter trading market in the United States.On December 16,2021,the PCAOB issued a report to notify the SEC of its determination that thePCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong,including ourauditor.In May 2022

127、,we were conclusively identified by the SEC under the HFCA Act as having filed audit reports issued by a registered public accountingfirm that cannot be inspected or investigated completed by the PCAOB,or as a“Commission-Identified Issuer”,in connection with our filing of our annualreport on Form 20

128、-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registeredpublic accounting firms

129、.As a result,the SEC will not provisionally or conclusively identify an issuer as a Commission-Identified Issuer if it files an annualreport with an audit report issued by a registered public accounting firm headquartered in mainland China or Hong Kong on or after December 15,2022,untilsuch time as

130、the PCAOB issues a new determination.Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registeredpublic accounting firms headquartered in mainland China and Hong Kong in the future is subject to uncertainty and depends on a number of factors out ofour,and our

131、auditors,control,including the uncertainties surrounding the relationship between China and the United States.If PCAOB determines in thefuture that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use anaccounting

132、firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as aCommission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would

133、 notbe identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutive years,we would become subject tothe prohibition on trading under the HFCA Act.For details,see“3.D.Risk FactorsRisks Relating to Doing Business in ChinaTrading in our ADSs o

134、nthe OTC may be prohibited under the HFCA Act,if the PCAOB determines in the future that it no longer has full access to inspect or fully investigate ourauditors.The prohibition of trading in our ADSs on the OTC may materially and adversely affect the value of your investment.If this happens there i

135、s nocertainty that we will be able to list our Ordinary Shares on a non-U.S.exchange or that a market for our Ordinary Shares will develop outside the UnitedStates.”Table of Contents10Investors in our securities should note that to the extent cash in our business is in the PRC or a PRC entity,the fu

136、nds may not be available to fundoperations or for other use outside of the PRC due to the rules and restrictions on the ability of Luckin Coffee Inc.or its subsidiaries under the PRC laws andregulations to transfer cash.Our PRC subsidiaries are permitted to pay dividends to their shareholders,and ev

137、entually to Luckin Coffee Inc.,only out of theirretained earnings,if any,as determined in accordance with PRC accounting standards and regulations.Such payment of dividends by entities registered inChina is subject to limitations,which could result in limitations on the availability of cash to fund

138、dividends or make distributions to holders of our securities.For example,our PRC subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionaryfunds,which are not distributable as cash dividends except in the event of a solvent

139、 liquidation of the companies.For details about the applicable PRCregulations and rules relating to such cash transfers through our Group and the associated risks,see“Risks Relating to Doing Business in ChinaCash inour business in the PRC may not be available to fund operations or for other use outs

140、ide of the PRC due to the rules and restrictions under the PRC laws andregulations to the transfer of cash.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRC subsi

141、diaries to make payments to us could have a material and adverse effect on ourability to conduct our business.In particular,the ability of our PRC subsidiaries to pay dividends may be subject to foreign exchange restrictions anddividends may be paid only out of the distributable profits of our PRC s

142、ubsidiaries as defined under the PRC laws and regulations,”“Risks Relating toDoing Business in ChinaGovernmental regulations of currency conversion may limit our ability to utilize our revenues effectively and affect the value ofyour investment,”and“Item 4.Information on the Company4.A.History and D

143、evelopment of the CompanyRecent Regulatory DevelopmentRegulations on Foreign Exchange and the Ability to Transfer Cash between Entities,Across Borders and to U.S.Investors.”Luckin Coffee Inc.has not previously declared or paid any cash dividend or dividend in kind,and has no plan to declare or pay a

144、ny dividends in the nearfuture on its Shares or the ADSs.We currently intend to retain most,if not all,of our available funds and any future earnings to operate and expand ourbusiness.None of our PRC subsidiaries has issued any dividends or distributions to their respective parent companies,includin

145、g Luckin Coffee Inc.,or to anyinvestors as of the date of this annual report.Our subsidiaries in the PRC currently retain cash generated from their operating activities and re-invest it in ourbusiness operations.In the future,our ability to pay dividends,if any,to our shareholders and ADS holders an

146、d to service any debt we may incur will dependupon dividends and other distributions paid by our PRC subsidiaries.In accordance with the applicable PRC laws and regulations,the funds can be transferred between Luckin Coffee Inc.,our PRC subsidiaries and theinvestors.Cash is transferred among(a)the h

147、olding company,namely Luckin Coffee Inc.,(b)our Cayman subsidiary,namely First Ray InternationalHoldings(Cayman)Limited,(c)our BVI subsidiaries,namely Luckin Coffee Investment Inc.,Luckin Coffee International Holdings Inc.and First RayHoldings Limited,(d)our Hong Kong subsidiaries,namely Luckin Coff

148、ee(Hong Kong)Limited(“Luckin HK”),Luckin Coffee Roasting(Hong Kong)Limited(“Luckin Roasting HK”),Luckin Coffee Hong Kong Operation Limited(“Luckin HK Operation”),and Luckin Coffee Trading(Hong Kong)Limited(“Luckin Trading HK”),and(e)the PRC subsidiaries,which are wholly owned by the Hong Kong subsid

149、iaries,in the following manner:(i)funds aretransferred to the PRC subsidiaries,from the Company as needed through our Cayman subsidiary,BVI subsidiaries,and Hong Kong subsidiaries in the formof capital contributions or shareholder loans,as the case may be;and(ii)dividends or other distributions may

150、be paid by the PRC subsidiaries to LuckinCoffee Inc.through our Hong Kong subsidiaries,BVI subsidiaries,and Cayman subsidiary.As of December 31,2024,Luckin Coffee Inc.made cumulative capital contributions of US$1,647.8 million to its PRC subsidiaries through itsintermediate holding companies which w

151、ere accounted as loans to its intermediate holding companies of Luckin Coffee Inc.These funds have been used bythe PRC subsidiaries for their operations.In the future,cash proceeds raised from overseas financing activities may be transferred by us through Luckin HKto Luckin Group via capital contrib

152、ution and shareholder loans,as the case may be.Luckin Group then will transfer funds to its subsidiaries to meet thecapital needs of our business operations.In addition,as of December 31,2024,Luckin Coffee Inc.also made cumulative capital contributions of US$2.0million,through its intermediate holdi

153、ng company,to Luckin Trading HK and Luckin Coffee(SGP)Pte.Ltd.3.A.Reserved3.B.Capitalization and IndebtednessNot applicable.Table of Contents113.C.Reasons for the Offer and Use of ProceedsNot applicable.3.D.Risk FactorsRisks Relating to the Fabricated Transactions,Internal Investigation,Internal Con

154、trol,Offshore Restructuring and Related MattersThe Fabricated Transactions(defined below)first disclosed in 2020 have exposed us to a number of legal proceedings,investigations and inquiries,resulted in significant legal and other expenses,and required significant time and attention from our senior

155、management,among other adverse impacts.In March 2020,our board of directors(the“Board”)formed a special committee(the“Special Committee”)to oversee an internal investigation(the“Internal Investigation”)into certain issues raised to the Boards attention during the audit of our consolidated financial

156、statements for the fiscal year endedDecember 31,2019.In April 2020,the Special Committee brought to the Boards attention that certain management and employees reporting to them hadengaged in misconduct,including fabricating certain transactions.On July 1,2020,we announced that the Special Committee

157、had substantially completed theInternal Investigation and found that the fabrication of transactions by certain management and employees reporting to them(the“Fabricated Transactions”)began in April 2019 and that,as a result,our net revenue in 2019 was inflated by approximately RMB2.12 billion(US$0.

158、31 billion),and our costs andexpenses were inflated by approximately RMB1.34 billion(US$0.2 billion).The Fabricated Transactions had and could continue to have material adverse impacts on us.We were or are the subject of a number of legal proceedings,investigations and inquiries with respect to the

159、Fabricated Transactions and have been named as a defendant in a number of lawsuits,including class actionlawsuits.We incurred significant costs in connection with the Internal Investigation,including legal expenses and costs associated with the restatement andadjustment of our financial statements f

160、or the second and third quarters in 2019.We may also incur material costs associated with our indemnificationarrangements with our current and former directors and certain of our officers,as well as other indemnitees.Moreover,an unfavorable outcome in any of these matters could result in significant

161、 damages,additional penalties or other remedies imposed against us,and/or our current or former directors or officers,which could harm our reputation,business,financial condition,results of operations or cash flows.Inaddition,an unfavorable outcome in any of these matters could exceed coverage provi

162、ded,if any,under potentially applicable insurance policies,which islimited.Following disclosure of the Fabricated Transactions,we have had difficulties in obtaining desirable insurance coverage,or any insurance coverage,regarding legal proceedings,investigations and inquiries,and we cannot assure yo

163、u with any certainty that we will be able to obtain such coverage in thefuture.The Fabricated Transactions also led to material adverse impacts on our operations,our reputation and our relationships with business partners,as wellas material adverse impacts on our financial position,including incurre

164、d costs and expenses and our ability to raise new capital in the future.Further,oursenior management team is expected to continue to devote significant time and efforts to address the impacts associated with or arising from the FabricatedTransactions.We cannot predict all impacts on us in connection

165、 with or arising from the Fabricated Transactions.Any unknown or new risks may result in a materialadverse effect on us.Table of Contents12We are the subject of a number of legal proceedings,investigations and inquiries by governmental agencies with respect to the Fabricated Transactionsfirst disclo

166、sed in 2020,which have had and could continue to have a material adverse effect on our reputation,business,financial condition,cash flowsand results of operations,and could result in additional claims and material liabilities.We were,have been or are currently the subject of a number of legal procee

167、dings and investigations and inquiries by governmental agencies in variousjurisdictions,including the investigations by the SEC and the U.S.Department of Justice(the“DOJ”)relating to the Fabricated Transactions,the lawsuitsrelating to the default under the terms of the convertible senior notes inden

168、ture offered on January 10,2020,penalty decisions from the Chinese StateAdministration for Market Regulation and certain of its sub-bureaus(collectively,the“SAMR”)relating to the Fabricated Transactions,the investigation bythe Ministry of Finance of the PRC and other regulatory and court proceedings

169、 and investigations.On September 23,2020,we received penalty decisionsfrom the SAMR,which found that our conduct related to the Fabricated Transactions violated the PRC Anti-Unfair Competition Laws.On December 16,2020,we entered into a settlement with the SEC regarding the Fabricated Transactions,un

170、der which we were subject to payment of penalties and are enjoinedfrom violation of certain federal securities laws.Entering into the settlement with the SEC also results in the loss of certain exemptions or protections thatwere available to us under federal securities laws.On February 4,2021,the Un

171、ited States District Court for the Southern District of New York(the“SDNYCourt”)approved the SEC settlement.On February 3,2022,the SEC filed with the SDNY Court a notice acknowledging that the Company has satisfied thecivil penalties arising from the SEC settlement.See“Item 8.Financial Information8.

172、A.Consolidated Statements and Other Financial InformationLegalProceedings.”Moreover,we have corrected our VAT filing to the PRC tax authorities for rectifying the revenues and VAT payable recognized in relation to theFabricated Transactions,and in 2022,a fine of RMB500,000 was imposed to us by the P

173、RC tax authorities.However,we are uncertain whether suchcorrection in the previous VAT filing and the fine imposed will fully resolve the matter to the satisfaction of the PRC tax authorities.If the PRC tax authoritiesdo not accept such correction,we may be required to pay corresponding VAT tax for

174、the Fabricated Transactions.In addition,the PRC tax authorities mayconfiscate the illegal income,and we may be subject to additional fines up to RMB500,000 per implicated entity.We may also be subject to criminal penaltiesif such violations are deemed to constitute criminal offense.We are unable to

175、predict how long the ongoing proceedings,investigations and inquiries will continue,and we may continue to incur significant costs inconnection with these matters and that these proceedings,investigations and inquiries may result in diversion of managements time,regardless of theoutcome.These procee

176、dings,investigations and inquiries may result in damages,fines,penalties,consent orders or other administrative sanctions against usand/or certain of our officers,or in changes to our business practices,among others.In addition,there might be proceedings,investigations and inquiries withrespect to t

177、he Fabricated Transactions that are unknown to us or that might be initiated in the future,which could have a material adverse effect on us.Publicity surrounding these proceedings,investigations and inquiries or any enforcement action as a result thereof,even if ultimately resolved favorablyfor us,c

178、oupled with the intensified public scrutiny of us and certain of our practices,could result in additional investigations and legal proceedings.Moreover,the matters that led to our Internal Investigation and our financial restatement for the second and third quarters in 2019 have exposed us toincreas

179、ed risks of regulatory proceedings and government enforcement actions.As a result,these proceedings,investigations and inquiries could have amaterial adverse effect on our reputation,business,financial condition,including our ability to raise new capital,cash flows and results of operations.We have

180、been named as a defendant in a number of lawsuits filed by purchasers of our securities,and may be subject to such lawsuits in the future,including class action lawsuits that,absent settlement,could have a material adverse impact on our business,financial condition,results of operationsand cash flow

181、s,and our reputation.We have been named as a defendant in a number of lawsuits filed by purchasers of our securities,including class action lawsuits and will,absent anynegotiated settlement,have to defend against such suits,including any appeals of such suits should our initial defenses be unsuccess

182、ful.In the event that ourinitial defenses of these suits are unsuccessful,there can be no assurance that we will prevail in any appeal.As of the date of this annual report,we are aware that certain persons and entities(and their beneficiaries)who purchased or otherwise acquired theCompanys ADSs have

183、 filed a series of lawsuits alleging that the Company(and others)violated United States securities law.The Company considers theclaims asserted in these lawsuits as contingent liabilities as the Companys liability has not yet been established by the relevant courts,except for thesettlements reached

184、as described in this annual report.Table of Contents13On July 22,2022,we received final approval of a class action settlement from the United States District Court for the Southern District of New York(the“Federal Class Settlement”)in In re Luckin Coffee Inc.Securities Litigation,Case No.1:20-cv-012

185、93-JPC-JLC(SDNY).The Federal Class Settlement fullyresolved all claims that have been or could be filed on behalf of a class of purchasers Companys ADS between May 17,2019 through July 15,2020,inclusive.The amount of the Federal Class Settlement is$175 million.However,the Company expects to expend a

186、dditional amounts to resolve claims ofinvestors who submitted valid opt-out notices to exclude themselves from the Federal Class Settlement.The Company was also named as a defendant in anumber of lawsuits filed by investors who opted-out of the Federal Class Settlement,alleging violations of U.S.sec

187、urities laws.Those lawsuits have beendismissed.On April 28,2023,we received final approval of a class action settlement from the Commercial Division of the Supreme Court of the State of New York(the“State Class Settlement”)in In re Luckin Coffee Inc.Securities Litigation,Index No.651939/2020(Sup.Ct.

188、N.Y.Cty.)(the“State Class Action”).TheState Class Settlement fully resolved claims that have been or could be filed on behalf of a class of purchasers of the Notes who did not release their claims inconnection with the Scheme.In addition,certain individuals and institutions,who have submitted opt-ou

189、t notices,claim to have made investments relating to the Companys ADS andhave made informal demands for the Company to pay alleged losses resulting from the Fabricated Transactions disclosed on April 2,2020.On April 13,2023,two of those investors commenced legal proceedings against us in the High Co

190、urt of the Republic of Singapore,seeking to recover an alleged loss ofUS$145.8 million in the aggregate.These legal proceedings are currently in an early stage of development,and we intend to use our best efforts to defend.See“Item 8.Financial Information8.A.Consolidated Statements and Other Financi

191、al InformationLegal Proceedings”for further details of thelawsuits filed against us and settlements reached.The Fabricated Transactions have exposed us to increased risks of litigation.We and our current and former directors and officers may,in the future,besubject to additional litigation.Subject t

192、o certain limitations,we are obligated to indemnify our current and former directors and officers in connection withsuch lawsuits and any related litigation or settlement amounts.Regardless of the outcome,these lawsuits,and any other litigation that may be brought againstus or our current or former

193、directors and officers,could be time-consuming,result in significant expense and divert the attention and resources of ourmanagement and other key employees.An unfavorable outcome in any of these matters could result in significant damages,additional penalties or otherremedies imposed against us,our

194、 current or former directors or officers,which could harm our reputation,business,financial condition,results of operationsor cash flows.In addition,an unfavorable outcome in any of these matters could exceed coverage provided,if any,under potentially applicable insurancepolicies,which is limited.Fo

195、llowing disclosure of the Fabricated Transactions,we have had difficulties in obtaining desirable insurance coverage,or anyinsurance coverage,regarding legal proceedings,investigations and inquiries,and we cannot assure you with any certainty that we will be able to obtain suchcoverage in the future

196、.Matters relating to or arising from the Fabricated Transactions and the Internal Investigation,including adverse publicity and potential concerns fromour customers,suppliers or others with whom we do business,have had and could continue to have an adverse effect on our business and financialconditi

197、on.We have been and could continue to be the subject of negative publicity focusing on the Fabricated Transactions and adjustment of our financialstatements for the second and third quarters in 2019,and we may be adversely impacted by negative reactions from our customers,suppliers or others withwho

198、m we do business.Concerns include the perception of the effort required to address our accounting and internal control environment,and the ability forus to be a long-term provider to our customers.Continued adverse publicity and potential concerns from our customers and business partners or others c

199、ouldharm our business and have an adverse effect on our reputation,financial condition and results of operations.The delisting of our ADSs from Nasdaq may continue to have a material adverse effect on the trading and price of our ADSs,and we cannot assure youthat our ADSs will be relisted,or that on

200、ce relisted,they will remain listed.On July 1,2020,we were delisted from Nasdaq when the staff of the Nasdaq Stock Market LLC filed a Form 25 Notification of Delisting.The delistingof our ADSs from Nasdaq has had and may continue to have a material adverse effect on us by,among other things,causing

201、investors to dispose of our ADSsand limiting:the liquidity of our ADSs;Table of Contents14the market price of our ADSs;the number of institutional and other investors that will consider investing in our ADSs;the availability of information concerning the trading prices and volume of our ADSs;the num

202、ber of broker-dealers willing to execute trades in our ADSs;andour ability to obtain equity or debt financing for the continuation of our operations.The lack of an active trading market may limit the liquidity of an investment in our ADSs,meaning you may not be able to sell our ADSs you own attimes,

203、or at prices,attractive to you.Any of these factors may materially and adversely affect the price of our ADSs.We have completed an offshore restructuring of the Companys indebtedness,including a restructuring of indebtedness to bondholders and settlement ofcertain of our contingent liabilities,yet w

204、e remain subject to pending and potential future lawsuits with respect to the Fabricated Transactions.On July 15,2020,the Cayman Court appointed Alexander Lawson of Alvarez&Marsal Cayman Islands Limited and Wing Sze Tiffany Wong of Alvarez&Marsal Asia Limited to act as“light-touch”Joint Provisional

205、Liquidators of the Company(the“JPLs”)on the application of the Company in response tothe presentation of a winding-up petition by a creditor of the Company in the Cayman Court.During the provisional liquidation,we operated our businessunder the day-to-day control of the Board,under the supervision o

206、f the JPLs,in accordance with a protocol executed on October 16,2020.By order of theCayman Court dated February 25,2022,the petition was dismissed,and the JPLs were formally discharged with effect from March 4,2022,bringing theprovisional liquidation and the liquidation proceedings generally to a cl

207、ose.On August 26,2022,we announced the redemption in full of the US$109.9million of 9.00%series B senior secured notes due 2027(the“New Notes”or“Series B Senior Secured Notes”)that we issued as a part of our offshorerestructuring,which were our only offshore debt securities.See“Item 4.A.History and

208、Development of the Company”for details of our offshorerestructuring.However,we remain subject to pending and potential future lawsuits with respect to the Fabricated Transactions,and there may also be morelawsuits filed against us in the future.Failure to settle these lawsuits or other unfavorable o

209、utcomes in these proceedings could result in significant damages,additional penalties or other remedies imposed against us,our current or former directors or officers,which could harm our reputation,business,financialcondition,results of operations or cash flows.If we fail to implement and maintain

210、an effective system of internal control,we may be unable to accurately report our results of operations,meet ourreporting obligations or prevent fraud,and investor confidence and the trading price of the ADSs may be materially and adversely affected.As a public company,we are subject to the Sarbanes

211、-Oxley Act of 2002.Section 404 of the Sarbanes-Oxley Act(“Section 404”),requires that we includea report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F.In 2024,our management,with the participation of our chief executive office

212、r and chief financial officer,conducted an evaluation of the effectiveness of our companys internal controlover financial reporting as of December 31,2024.Based on this evaluation,we concluded that internal control was effective as of December 31,2024.Inaddition,our independent registered public acc

213、ounting firm must attest to and report on the effectiveness of our internal control over financial reporting.Ourindependent registered public accounting firm has issued an attestation report,which has concluded that as of December 31,2024,our internal control overfinancial reporting was effective.Ev

214、en though we did not note or identify any deficiencies that we believe to be material weaknesses as of December 31,2024,if we fail to maintain theadequacy of our internal control over financial reporting,as these standards are modified,supplemented or amended from time to time,we may not be able toc

215、onclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.Generally speaking,if we fail toachieve and maintain an effective internal control environment,it could result in material misstatements in our financial statements and could a

216、lso impair ourability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.As a result,our businesses,financialcondition,results of operations and prospects,as well as the trading price of the ADSs,may be materially and adversely affected.In add

217、ition,as a public company,our reporting obligations may place a significant strain on our management,operational and financial resources andsystems for the foreseeable future.We may be unable to timely complete our evaluation testing and any required remediation.Table of Contents15If we are delinque

218、nt in our periodic reporting obligations,the broker-dealers will not be able to publish quotations for our ADSs on the OTC market.Our ability to maintain a timely filing schedule with respect to our SEC reporting obligations is subject to a number of contingencies,including whetherwe can maintain th

219、e effectiveness of our internal control over financial reporting.We cannot assure you that we will be able to timely make our future filings.In case we delay our filings,investors may need to evaluate certain decisions with respect to our ADSs in light of our lack of current financialinformation.In

220、addition,the SEC adopted amendments to the Exchange Act Rule 15c2-11 in September 2020 that enhanced disclosure and investorprotection in the OTC market by ensuring that broker-dealers do not publish quotations for an issuers security when current issuer information is not publiclyavailable,subject

221、to certain exceptions.Therefore,if we are delayed in our filings,the broker-dealers will not be able to publish quotations for our ADSs onthe OTC market.In such an event,the trading volume of our ADSs will be negligible,and the trading price may fall sharply as a result.Risks Relating to Our Busines

222、s and IndustryOur limited operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growthrates.We commenced our operations in October 2017 and have achieved significant growth since our inception.We expanded from a single tria

223、l store inBeijing to 14,540 self-operated stores and 7,749 partnership stores in more than 300 cities in China(including Hong Kong)and 51 self-operated stores inSingapore as of December 31,2024.We also recently expanded into Malaysia via granting exclusive franchise rights to a local partner to open

224、 Luckin Coffeestores in Malaysia.We had 334.0 million cumulative transacting customers as of December 31,2024.At the same time,we continue to evaluate our storeperformance and adjust our business plan accordingly.Our limited operating history may not be indicative of our future growth or financial r

225、esults.There isno assurance that we will be able to maintain our historical growth rates in future periods.Our growth rates may decline for any number of possible reasonsand some of them are beyond our control,including decreasing customer spending,increasing competition,declining growth of Chinas c

226、offee industry orChinas food and beverage sector in general,emergence of alternative business models,or changes in government policies or general economic conditions.We will continue to expand our product offerings and may explore new operating models to bring greater convenience to our customers an

227、d to increase ourcustomer base and the number of transactions.However,the execution of any new business plans is subject to uncertainty and the total number of items soldand number of transacting customers may not grow at the rate we expect for the reasons stated above.Further,we may bear additional

228、 expenses and costs,including the negotiation of adjusted arrangements with suppliers,when we adjust our business plan.If our growth rates decline,investors perceptions of ourbusiness and prospects may be adversely affected and the trading price of the ADSs could decline.In addition,since our busine

229、ss model is innovative inChinas coffee industry,it may increase the difficulty in evaluating our business and future prospects based on our historical operational or financial results.If we are unable to successfully execute our strategies,our business and prospects may be materially and adversely a

230、ffected.We will continue to encounter challenges in implementing our managerial,operating and financial strategies.The major challenges in managing ourbusiness growth include,among other things:effectively identifying and securing locations for new stores and managing the daily operations of our sto

231、res.See“We may be unsuccessful inoperating our stores”for more details;controlling incurred costs in a competitive environment;timely adjusting our business plan based on our performance and market position as well as successfully launching the adjusted business plan;the success of members of the ma

232、nagement in assuming their roles and the ability of the management team to implement and achieve our strategiesand goals as they develop;Table of Contents16the success of our members of the Board in assuming their roles;attracting,training and retaining a growing workforce to support our operations;

233、continuously developing and launching successful new products;maintaining and upgrading our technology systems in a cost-effective manner;effectively managing our supply chain and ensuring our third-party suppliers continue to meet our quality and other standards and satisfy our futureoperational ne

234、eds;implementing a variety of new and upgraded internal systems and procedures as our business continues to grow;andensuring full compliance with relevant laws and regulations.All efforts to address the challenges of our growth require significant managerial,financial and human resources.We cannot a

235、ssure you that we will beable to execute managerial,operating and financial strategies to keep up with our growth.If we cannot manage our growth or execute our strategieseffectively,our growth may slow down and our business and prospects may be materially and adversely affected.If we fail to acquire

236、 new customers or retain existing customers in a cost-effective manner,our business,financial condition and results of operationsmay be materially and adversely affected.Our ability to cost-effectively attract new customers and retain existing customers is crucial to driving net revenues growth and

237、achieving profitability.We have invested significantly in branding,sales and marketing to acquire and retain customers since our inception.For example,we offer various discountoffers and deals in the form of vouchers and coupons.We also expect to continue to invest significantly to acquire new custo

238、mers and retain existing ones.There can be no assurance that new customers will stay with us,or the net revenues from new customers we acquire will ultimately exceed the cost ofacquiring those customers.In addition,if we reduce or discontinue our current discount offers and deals,if our existing cus

239、tomers no longer find our productsappealing,or if our competitors offer more attractive products,prices,discounts or better customer services,our existing customers may lose interest in us,decrease their orders or even stop ordering from us.If we are unable to retain our existing customers or to acq

240、uire new customers in a cost-effective manner,our revenues may decrease and our results of operations will be adversely affected.We may be unsuccessful in operating our stores.The operating results of our stores have been and will continue to be subject to a number of factors,including but not limit

241、ed to:our ability to maintain and enhance the quality of our products and services or to develop and launch new products that meet our customers needs;our ability to retain existing customers and attract new customers;our ability to continually increase the number of items sold to each customer and

242、number of items sold in each store;our ability to successfully implement our pricing strategies;our ability to timely respond to changes in market opportunities and customer preferences;our ability to maintain good relationships with third-party suppliers,service providers and strategic partners;our

243、 ability to hire,train and retain talented employees;Table of Contents17our ability to manage costs of our operations,such as cost of materials,store rental,labor and other operating costs,and sales and marketingexpenses;our ability to ensure full compliance with relevant laws and regulations,and ma

244、intain adequate and effective control,supervision and riskmanagement over our stores;andour ability to monitor and control the overall operation of our stores.Many factors that are out of our control,including the macroeconomic and regulatory environment,could also adversely affect our store operati

245、ons.Inaddition,opening new stores near our existing stores may adversely affect the sales of our existing stores.Any of these factors listed above or describedelsewhere in this Risk Factors section may render us unsuccessful in profitably operating our stores and could adversely impact our business,

246、financialcondition and/or results of operations.We may even have to shut down certain stores if their business,financial condition and operation results are below ourexpectation.To the extent that we are not able to effectively gauge the direction of our key markets and successfully identify,develop

247、 and promote new or improvedproducts in the changing market,our financial results and our competitive position will suffer.We have devoted significant resources to launch and promote new products from time to time to serve broader customer demand,adapt to changes inmarket trends and shifts in custom

248、er taste and preferences,including the introduction of new coffee flavors and non-coffee products.However,we may not besuccessful in implementing our cross-selling strategy,developing innovative new products,and our new products may not be favored by customers orcommercially successful.To the extent

249、 that we are not able to effectively gauge the direction of our key markets and successfully identify,develop andpromote new or improved products in the changing market,our financial results and our competitive position will suffer.Additionally,the growth of Chinas coffee industry is affected by cus

250、tomer tastes,preferences,perceptions and spending patterns.Since we havegenerated,and expect to continue to generate,a considerable amount of our revenues from the sale of coffee,a shift in customer preferences away fromcoffee,the changes of spending pattern adversely affecting consumption of coffee

251、,or the decrease or slow growth of coffee consumption in China wouldharm our business,more than if our revenues were generated from more diversified products.We may face additional risks associated with our retail partnership model.We launched our retail partnership model initiative in September 201

252、9,and opened our first partnership store in October 2019.The retail partnershipmodel has become increasingly important to our business as a whole.Our revenues from partnership stores were RMB3,069.3 million,RMB6,225.8 million,and RMB7,745.3 million(US$1,061.3 million)in 2022,2023,and 2024,which repr

253、esented 23.1%,25.0%,and 22.5%of our total revenues,respectively.Theretail partnership model may subject us to a number of risks,including but not limited to:We might not be able to effectively control retail partners actions and their daily store operation,and in case that their actions harm our bus

254、iness,our contractual rights and remedies are limited;The unsatisfactory service provided by or misconduct of our retail partners may harm the goodwill associated with our brands,and may adverselyimpact our business and results of operations;The revenues we realize from partnership stores are partly

255、 dependent on our retail partners ability to grow their sales;The failure of our retail partners to comply with local regulatory rules may subject us to losses and harm our reputation;Retail partners may not completely fulfill their obligation under the partnership agreement,which may adversely impa

256、ct our business and results ofoperations;The number and quality of retail partners are subject to change over time,which may negatively affect our business;andTable of Contents18Our retail partners may be subject to a variety of litigation risks,including,but not limited to,customer claims,food safe

257、ty claims and employeeallegations of improper termination.Although we are not directly liable for the costs involved in these types of litigation,each of these claims mayincrease the costs of our retail partners and adversely affect their profitability,which in turn could adversely affect our busine

258、ss,operating resultsand brand.We face intense competition in Chinas coffee industry and food and beverage sector in general,and our products are not proprietary.If we fail tocompete effectively,we may lose market share and customers,and our business,financial condition and results of operations may

259、be materially andadversely affected.Chinas coffee industry and food and beverage sector are intensely competitive.Our products,including our coffee recipes,are not proprietary,andtherefore,we are unable to prevent competitors from copying the recipes of our products and sell similar products.We not

260、only compete with a number ofcoffee shop operators,but also with other businesses,such as convenience stores as well as food and beverages operators with convenient locations.Ourcompetitors may have more financial,technical,marketing and other resources than we do and may be more experienced and abl

261、e to devote greater resourcesto the development,promotion and support of their business.Some competitors are well established in China and any defensive measures they take inresponse to our expansion could hinder our growth and adversely affect our sales and results of operations.In addition,Chinas

262、coffee industry is subject tothe entry of new and well-funded competitors.For more information related to the competitive landscape of Chinas coffee industry,see“Item 4.Informationon the Company4.B.Business OverviewCompetition.”Increased competition may reduce our market share and profitability and

263、require us to increaseour sales and marketing efforts and capital commitment in the future,which could negatively affect our results of operations or force us to incur furtherlosses.Although we have accumulated a large and growing customer base,there is no assurance that we will be able to continue

264、to do so in the future againstcurrent or future competitors,and such competitive pressures may have a material adverse effect on our business,financial condition and results ofoperations.We have incurred significant operating losses attributable to the Company and we may continue to experience signi

265、ficant operating losses in the future.We have incurred significant operating losses attributable to the Company since our inception in June 2017.Although we had operating income ofRMB1,156.2 million,RMB3,025.6 million and RMB3,538.1 million(US$484.8 million),respectively,for the years ended December

266、 31,2022,2023 and2024,we may not be able to maintain our profitability in the future.We intend to invest to further improve our brand awareness,maintain and expand our customer base and store network,continuously launch new productofferings,further strengthen our technological capabilities,enhance a

267、nd optimize our supply chain management and prudently explore expansion intooverseas markets.In addition,our net revenues will be impacted by various factors,including the performances of our stores,level of discounts we offer fordifferent products,competitive landscape,customer preference and macro

268、economic and regulatory environment.Therefore,our revenues may not grow at therate we expect and may not increase sufficiently to offset the increase in our expenses.We may continue to incur losses in the future and we cannot assureyou that we will eventually achieve profitability.We require a signi

269、ficant amount of capital to fund our operations and respond to business opportunities.If we cannot obtain sufficient capital onacceptable terms,our business,financial condition and prospects may be materially and adversely affected.Building a well-known brand and accumulating a large and growing cus

270、tomer base are costly and time-consuming.For example,significant andcontinual investments in sales and marketing are required for further establishing brand awareness among the population in China to attract new customersand retain existing ones.In addition,we invest heavily in our technology system

271、s,which are essential to our expansion and operations.It may take a longperiod of time to realize returns on such investments,if at all.We have historically funded our cash requirements principally with capital contributions from our shareholders and the proceeds from our publicofferings and private

272、 placement.If these resources are insufficient to satisfy our cash requirements,we may seek to raise funds through additional equityofferings or debt financings or obtain additional bank facilities.However,our ability to obtain additional capital in the future has been adversely affected bythe impac

273、ts associated with the Fabricated Transactions and is subject to a number of uncertainties,including those relating to our future businessdevelopment,financial condition and results of operations,general market conditions for financing activities by companies in our industry,andmacroeconomic and oth

274、er conditions in China and globally.If we cannot obtain sufficient capital on acceptable terms to meet our capital needs,we may notbe able to execute our growth strategies,and our business,financial condition and prospects may be materially and adversely affected.Table of Contents19Our success depen

275、ds on the continuing efforts of our key management and experienced and capable personnel as well as our ability to recruit new talent.If we fail to hire,train,retain or motivate our staff,our business may suffer.Our future success is significantly dependent upon the continued service of our key mana

276、gement as well as experienced and capable personnel generally.If we lose the services of any member of key management or our experienced and capable personnel,we may not be able to locate suitable or qualifiedreplacements,and may incur additional expenses to recruit and train new staff,which could s

277、everely disrupt our business and growth.If any of our keymanagement or experienced and capable personnel is poached by and joins a competitor or forms a competing business,we may lose customers,know-howand key professionals and staff members.Our rapid growth also requires us to hire,train,and retain

278、 a wide range of personnel who can adapt to a dynamic,competitive and challenging businessenvironment and are capable of helping us conduct effective marketing,innovate new products,and develop technological capabilities.We will need tocontinue to attract,train and retain talent at all levels.We may

279、 need to offer attractive compensation and other benefits packages,including share-basedcompensation,to attract and retain them.We also need to provide our employees with sufficient training to help them to realize their career development andgrow with us.Any failure to attract,train,retain or motiv

280、ate key management and experienced and capable personnel could severely disrupt our business andgrowth.Any disruption to our supply chain and delivery services would negatively impact our business.We have a limited number of suppliers for our raw materials,pre-made food and beverage items,machines,d

281、elivery service to our customers andwarehouse and fulfillment service.In 2024,we purchased our coffee beans mainly from four suppliers,dairy,including plant-based raw materials such ascoconut milk,mainly from four suppliers,syrup mainly from two suppliers and pre-made food and beverage items from a

282、few selected sources,and we alsomainly rely on two delivery service providers to provide most of the delivery service to our customers and cooperate with three warehouse and fulfillmentservice providers for our inventory storage and fulfillments between warehouses and from warehouses to our stores.D

283、ue to our limited number of suppliers,any interruption to the operations of our suppliers,any failure of our suppliers to accommodate our businessscale,any termination or suspension of our supply arrangements,any change in cooperation terms,the deterioration of relationships with these suppliers ora

284、ny disputes with them may materially and adversely affect our results of operations.In addition,our current agreements with our suppliers generally do notprohibit them from working with our competitors.Our competitors may be more effective in providing incentives to our suppliers to prioritize on th

285、eir ordersin case of short supply.We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms or a timely basis.Our supply chain and delivery services may be disrupted by other factors,including but not limited to,improper supply chain management,regulat

286、orychanges or noncompliance,surging market demand for our products or raw materials and extreme weather,natural disasters,health epidemics and othercalamities.Any such disruptions may result in loss of potential orders,failures to deliver the customer order on time,or at all,and negative impact on t

287、heresults of our business operations,financial performance and reputation.Failure to maintain the quality and safety of our products could have a material and adverse effect on our reputation,financial condition and results ofoperations.The quality and safety of our products are critical to our succ

288、ess.For more information on our quality control system,see“Item 4.Information on theCompany4.B.Business OverviewSupply Chain”and“Item 4.Information on the Company4.B.Business OverviewFood Safety and QualityControl.”However,due to the scale of our operations and growth of our store network,maintainin

289、g consistent product quality depends significantly on theeffectiveness of our quality control system,which in turn depends on a number of factors,including but not limited to the design of our quality controlsystem,employee training to ensure that our employees adhere to and implement our quality co

290、ntrol policies and procedures and the effectiveness ofmonitoring any potential violation of our quality control policies and procedures.There can be no assurance that our quality control system will always proveto be effective.Table of Contents20In addition,the quality of the products or services pr

291、ovided by our suppliers or service providers is subject to factors beyond our control,including theeffectiveness and the efficiency of their quality control system,among others.There can be no assurance that our suppliers or service providers will always beable to adopt appropriate quality control s

292、ystems and meet our stringent quality control requirements in respect of the products or services they provide.Anyfailure of our suppliers or service providers to provide satisfactory products or services could harm our reputation and adversely impact our operations.See“Illegal actions or misconduct

293、,or any failure by third-party suppliers,our retail partners,or service providers to provide satisfactory products or servicescould materially and adversely affect our business,reputation,financial condition and results of operations.In addition,we may be unable to receivesufficient compensation fro

294、m suppliers and service providers for the losses caused by them.”If customers become ill from food or beverage-borne illnesses,tampering,adulteration,contamination,mislabeling or other food or beverage safetyissues,we could be forced to temporarily close the impacted stores and/or be involved in rel

295、ated disputes or legal proceedings.In addition,instances of foodor beverage safety issues,even those not involving us or our suppliers,could,by resulting in negative publicity about us,Chinas coffee industry or Chinasfood and beverage market in general,adversely affect our reputation,financial condi

296、tion and results of operations.A decrease in customer confidence in thesafety and quality of our products or any food safety issues could materially harm our business and results of operations.See“Adverse incidents or reportsof food-safety issues,whether true or not,may harm our business.”Any signif

297、icant disruption in our technology infrastructure or our failure to maintain the satisfactory performance,security and integrity of ourtechnology infrastructure would materially and adversely affect our business,reputation,financial condition and results of operations.The proper functioning of our t

298、echnology infrastructure is essential to our business.We rely on our technology to improve customer engagement and ouroperational efficiency,among others.See“Item 4.Information on the Company4.B.Business OverviewTechnology.”The risks we face in relation to thedisruption of our technology infrastruct

299、ure include:we may encounter problems when upgrading our technology infrastructure including our mobile apps,systems and software.The development,upgrades and implementation of our technology infrastructure are complex processes.Issues not identified during pre-launch testing of new servicesmay only

300、 become evident when such services are made available to our entire customer base.Therefore,our technology infrastructure,including ourmobile apps,may not function properly if we fail to detect or solve technical errors in a timely manner;andour systems are potentially vulnerable to damage or interr

301、uption as a result of earthquakes,floods,fires,extreme temperatures,power loss,telecommunications failures,technical error,computer viruses,hacking and similar events.These and other events may lead to the unavailability of our mobile apps,interruption of our supply chain and delivery,interruption o

302、f unmannedmachines,leakage or permanent loss of customer data,interruptions or decreases in connection speed,or other events which would negatively affect ouroperations.If we experience frequent or persistent service disruptions,whether caused by failures of our own systems or those of third-party s

303、uppliers orservice providers,our reputation or relationships with our customers may be damaged and our customers may switch to our competitors,which may have amaterial adverse effect on our business,financial condition and results of operations.We face risks related to natural disasters,health epide

304、mics and other calamities,which could significantly disrupt our business,financial condition andresults of operations.We are vulnerable to natural disasters,health epidemics,and other calamities.Any of such occurrences could cause severe disruption to the dailyoperations of us,and may even require a

305、 temporary closure of facilities and logistics delivery networks,which may disrupt our business operations andadversely affect our results of operations.In addition,our results of operations could be adversely affected to the extent that any of these catastrophic eventsharm the Chinese economy in ge

306、neral.Table of Contents21From time to time,we may evaluate and potentially consummate strategic investments,acquisitions,strategic cooperation,formation of joint ventures andnew business initiatives which may turn out to be not successful and adversely affect our operation and financial results.To c

307、omplement our business and strengthen our market-leading position,we may form strategic alliances or make strategic investments and acquisitionsfrom time to time.In addition,we continually evaluate the potentials of new business initiatives or new markets.We may experience difficulties in integratin

308、gour operations with the newly invested or acquired businesses,executing new business initiatives,managing our expansion,implementing our strategies orachieving expected levels of net revenues,profitability,productivity or other benefits.For example,in 2022,due to historical underperformance and upd

309、atedstrategy and business projections,we recorded a full impairment of RMB221.8 million for Luckin Coffee EXPRESS machines.In 2023,due to operationalstrategy adjustments,we decided to cease all operations under Luckin Tea,and thus recorded a full impairment of RMB4.5 million(US$0.6 million)forassets

310、 in relation to Luckin Tea.Therefore,we cannot assure you that our investments,acquisitions,cooperation and new business initiatives will benefit ourbusiness strategy,generate sufficient net revenues to offset the associated costs,or otherwise result in the intended benefits.Growth of our business w

311、ill partially depend on the recognition of our brand,and any failure to maintain,protect and enhance our brand would limit ourability to grow or retain our customer base,which would materially and adversely affect our business,financial condition and results of operations.We believe that recognition

312、 of our brand among customers has helped us manage our customer acquisition costs and contributed to the growth andsuccess of our business.Accordingly,maintaining,protecting and enhancing the recognition of our brand is critical to our business and market position.Manyfactors,some of which are beyon

313、d our control,are important to maintaining,protecting and enhancing our brand.These factors include but are not limited toour ability to:maintain the quality and attractiveness of the products we offer;develop and launch new products that satisfy our customers needs;provide a superior customer exper

314、ience;increase brand awareness through marketing and brand promotion activities;maintain good relationships and retain favorable terms with our suppliers,service providers and other business partners;stay compliant with relevant laws and regulations;compete effectively against existing and future co

315、mpetitors;andpreserve our reputation and goodwill generally and in the event of any negative publicity on our products,services and data security,or other issuesaffecting us,Chinas coffee industry or Chinas food and beverage sector in general.A public perception that we,or other industry participant

316、s do not provide satisfactory products or services to customers,even if factually incorrect orbased on isolated incidents,could damage our reputation,diminish the value of our brand,undermine the trust and credibility we have established and have anegative impact on our ability to attract and retain

317、 customers,and our business,financial condition and results of operations may be materially and adverselyaffected.We have been and may increasingly become a target for public scrutiny,including complaints to regulatory agencies,negative media coverage,andmalicious allegations,all of which could seve

318、rely damage our reputation and materially and adversely affect our business and prospects.Publicity about our business and management creates the possibility of heightened attention from the public,regulators and the media.Any negativereport regarding our business,financial condition,results of oper

319、ations,our management and employees could damage our brand image and severely affectthe sales of our products and possibly lead to claims,litigation and damages.One of our executive officers,Mr.Fei Yang,was the president of IWOMMarketing Co.,Ltd.(“IWOM”),a digital marketing company,when it was convi

320、cted of illegal business operation in 2013 for deleting user-generated contentfor profit.Mr.Yang was held liable as IWOMs president and was given a short-term(18 months)prison sentence.Table of Contents22Although Mr.Yang left IWOM in 2015,there has been and might continue to be negative media covera

321、ge about this conviction,which may have anegative effect on our public image and business.In addition,improper behavior or statements of our spokespersons,endorsers and other celebrities we havecooperated with and our employees may result in substantial harm to our brand,reputation and operations.We

322、 could become a target for public scrutiny,including complaints to regulatory agencies,negative media coverage,and malicious allegations,in the future,and such scrutiny and public exposure couldseverely damage our reputation as well as our business and prospects.We have incurred significant costs on

323、 a variety of sales and marketing efforts,including mass advertising and heavy promotions to attract customers,andsome sales and marketing campaigns and methods may not be sustainable or may turn out to be ineffective.We have invested significantly in sales and marketing activities to promote our br

324、and and our products and to deepen our relationships with customers.We incurred RMB570.1 million,RMB1,286.5 million,and RMB1,920.3 million(US$263.1 million)in sales and marketing expenses for the years endedDecember 31,2022,2023,and 2024,respectively.We also regularly offer coupons and vouchers to i

325、ncrease our customer base,retain our existing customersor promote new products,and such promotion activities might not be sustainable.Our sales and marketing activities may not be well received by our existing customers,and may not attract new customers as anticipated.The evolvingmarketing landscape

326、 may require us to experiment with new marketing methods to keep pace with industry trends and customer preferences.Failure to refineour existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share and negatively impactour results of

327、 operations.There is no assurance that we will be able to recover the costs of our sales and marketing activities or that these activities will beeffective in attracting new customers and retaining existing customers.We may be unsuccessful in managing our store network.We may not be able to manage o

328、ur store network.The number and timing of the stores actually opened during any given period are subject to a numberof risks and uncertainties,including but not limited to our ability to:identify suitable locations and secure leases on commercially reasonable terms;obtain adequate funding for develo

329、pment and opening costs;obtain the required licenses,permits and approvals;efficiently manage our time and cost in relation to the design,decoration and preopening processes for each of our stores;develop and retain suitable retail partners;andhire,train and retain skilled employees.Any factors list

330、ed above,either individually or in aggregate,might delay or fail our plan to increase the number of stores in desirable locations atmanageable cost levels.In addition,we may not be able to successfully operate our existing stores and may choose to shut down certain stores from time to time.Adverse i

331、ncidents or reports of food-safety issues,whether true or not,may harm our business.Instances or reports of food-safety issues,such as food or beverage-borne illnesses,tampering,adulteration,contamination or mislabeling,either duringgrowing,manufacturing,packaging,storing or preparation,whether true

332、 or not,have in the past severely injured the reputations of companies in Chinas foodand beverage market and could affect us as well.Product safety or quality issues,actual or perceived,or allegations of product contamination,even whenfalse or unfounded,could tarnish the image of our brand and may c

333、ause customers to choose other products.Such issues could materially and negativelyaffect our reputation,results of operations and financial performance.Table of Contents23Any lack of requisite approvals,licenses or permits applicable to our business may have a material and adverse impact on our business,financialcondition and results of operations.In accordance with the relevant laws and regulati