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SEC Comment Letter 0000000000-23-010450 to Luckin Coffee Inc. (LKNCY) (CIK 0001767582) (LKNCY)

Luckin Coffee Inc. (LKNCY) (CIK 0001767582)
Date: Sept. 21, 2023 · CIK: 0001767582 · Accession: 0000000000-23-010450

AI Filing Summary & Sentiment

File numbers found in text: 001-38896

Date
September 21, 2023
Author
Not clearly detected
Form
UPLOAD
Company
Luckin Coffee Inc. (LKNCY) (CIK 0001767582)

Letter

United States securities and exchange commission logo September 21, 2023 Jing An Chief Financial Officer Luckin Coffee Inc. 28th Floor, Building T3, Haixi Jingu Plaza 1-3 Taibei Road Siming District, Xiamen City, Fujian People’s Republic of China, 361008 Re:Luckin Coffee Inc. Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-38896 Dear Jing An: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 163 1.We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3). 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or

FirstName LastNameJing An Comapany NameLuckin Coffee Inc. September 21, 2023 Page 2 FirstName LastName Jing An Luckin Coffee Inc. September 21, 2023 Page 2 affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.We note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by governmental entities in “the applicable foreign jurisdiction with respect to our registered public accounting firm.” However, we note your definition of China or PRC on p. ii of your Form 20-F distinguishes between mainland China and Hong Kong. Please supplementally tell us the ownership or control by governmental entities in mainland China as well as Hong Kong. 4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jennifer Gowetski at 202-551-3401 or Jennifer Thompson at 202-551- 3737 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Li He

Show Raw Text
United States securities and exchange commission logo
September 21, 2023
Jing An
Chief Financial Officer
Luckin Coffee Inc.
28th Floor, Building T3, Haixi Jingu Plaza
1-3 Taibei Road
Siming District, Xiamen City, Fujian
People’s Republic of China, 361008
Re:Luckin Coffee Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38896
Dear Jing An:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 163
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or

 FirstName LastNameJing An
 Comapany NameLuckin Coffee Inc.
 September 21, 2023 Page 2
 FirstName LastName
Jing An
Luckin Coffee Inc.
September 21, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note your disclosure pursuant to Item 16I(b)(3) addresses ownership or control by
governmental entities in “the applicable foreign jurisdiction with respect to our registered
public accounting firm.” However, we note your definition of China or PRC on p. ii of
your Form 20-F distinguishes between mainland China and Hong Kong. Please
supplementally tell us the ownership or control by governmental entities in mainland
China as well as Hong Kong.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Jennifer Thompson at 202-551-
3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Li He