瑞幸咖啡上市招股书.pdf

g29g10g14g3g14g3g44g15g15g16g1Bg16g1Cg14g5Dg49g10g14g11g4Bg57g50g3g29g10g14g3g38g56g48g3g57g4Bg48g56g48g3g4Fg4Cg51g4Eg56g3g57g52g3g55g44g53g4Cg47g4Fg5Cg3g55g48g59g4Cg48g5Ag3g57g4Bg48g3g47g52g46g58g50g48g51g57g3g37g24g25g2Fg28g3g32g29g3g26g32g31g37g28g31g37g36g3g3g2Fg38g26g2Eg2Cg31g3g26g32g29g29g28g28g3g2Cg31g26g11g3Table of ContentsAs led with the Securities and Exchange Commission on April 22, 2019.Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549g3FORM F-1 REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933g3LUCKIN COFFEE INC. (Exact name of Registrant as specied in Its charter)g3Not Applicable (Translation of Registrants name into English)g3Cayman Islands (State or other jurisdiction ofincorporation or organization)5810 (Primary Standard IndustrialClassication Code Number)Not Applicable (I.R.S. EmployerIdentication Number)17F Block A, Tefang Portman Tower No. 81 Zhanhong RoadSiming District, Xiamen, Fujian Peoples Republic of China, 361008 +86-592-3386666(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Ofces)g3Cogency Global Inc. 10 E. 40th Street, 10th FloorNew York, NY 10016 +1 800-221-0102 (Name, address, including zip code, and telephone number, including area code, of agent for service)g3Copies to: Li He, Esq. Davis Polk and each Class B ordinary share is entitled to ten votes and is convertibleinto one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under anycircumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any non-afliate to suchholder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. Conditional upon andeffective immediately prior to the completion of this offering, the Pre-IPO Shareholders will benecially own all of our issued and outstandingClass B ordinary shares. Based on an assumed initial public offering price of US$ per ADS, the mid-point of the estimated public offeringprice range shown on the front cover of this prospectus, these Class B ordinary shares will constitute approximately % of our total issued andoutstanding share capital and % of the aggregate voting power of our total issued and outstanding share capital immediately upon thecompletion of this offering, assuming the underwriters do not exercise their over-allotment option, and the issuance of Class A ordinary shares inconnection with the concurrent private placement to Louis Dreyfus Company B.V.The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on , 2019.g3g3The date of this prospectus is , 2019.Credit Suisse Morgan Stanley CICC Haitong InternationalTable of ContentsTable of ContentsTABLE OF CONTENTS g3g3We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectusprepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may give you. We and the underwriters have not authorized any other person to provide you with different oradditional information. Neither we nor the underwriters are making an offer to sell the ADSs in any jurisdiction where the offer or sale is notpermitted. This offering is being made in the United States and elsewhere solely on the basis of the information contained in this prospectus. Youshould assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of thetime of delivery of this prospectus or any sale of the ADSs. Our business, nancial condition, results of operations and prospects may have changedsince the date on the front cover of this prospectus.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectuswhen acting as underwriters and with respect to their unsold allotments or subscriptions.iPage PROSPECTUS SUMMARY 1 RISK FACTORS 15 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 56 USE OF PROCEEDS 57 DIVIDEND POLICY 58 CAPITALIZATION 59 DILUTION 61 EXCHANGE RATE INFORMATION 63 ENFORCEABILITY OF CIVIL LIABILITIES 64 CORPORATE HISTORY AND STRUCTURE 66 SELECTED CONSOLIDATED FINANCIAL DATA 71 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 73 INDUSTRY OVERVIEW 104 BUSINESS 107 REGULATION 124 MANAGEMENT 136 PRINCIPAL SHAREHOLDERS 143 RELATED PARTY TRANSACTIONS 147 DESCRIPTION OF SHARE CAPITAL 149 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 160 SHARES ELIGIBLE FOR FUTURE SALE 168 TAXATION 170 UNDERWRITING 176 EXPENSES RELATING TO THIS OFFERING 186 LEGAL MATTERS 187 EXPERTS 188 WHERE YOU CAN FIND ADDITIONAL INFORMATION 189 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Table of ContentsPROSPECTUS SUMMARY The following summary is qualied in its entirety by, and should be read in conjunction with, the more detailed information and nancialstatements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entireprospectus carefully, especially the risks of investing in the ADSs discussed under “Risk Factors“ and information contained in“Managements Discussion and Analysis of Financial Condition and Results of Operations“ before deciding whether to buy the ADSs. Thisprospectus contains information derived from various public sources and certain information from the Frost pioneer of disruptive new retail model; strong technology capabilities; and superior customer propositions: high quality, high affordability and high convenience.2Table of ContentsOur StrategiesWe intend to achieve our mission and further grow our business by pursuing the following strategies: serve more people more frequently; expand our store network; introduce new product offerings; and continue to invest in technology.Our ChallengesInvesting in the ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties summarized below, therisks described under the “Risk Factors“ section beginning on page 10 of, and the other information contained in, this prospectus before youdecide whether to purchase the ADSs.Our ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including: our ability to sustain our historical growth rates and manage our rapid growth; our ability to obtain sufcient fund to expand our business and respond to business opportunities; our ability to acquire new customers or retain existing customers in a cost-effective manner; our ability to successfully operate our stores; our ability to manage our supply chain to continue to satisfy our future operation needs; our ability to maintain and update our technology infrastructure; our ability to compete efciently as our products are not proprietary and we cannot prevent our competitors from sellingsimilar products; and our ability to comply with the relevant laws and regulations in the PRC.3Table of ContentsOur History and Corporate StructureWe incorporated our current ultimate holding company in June 2017 and commenced our operations in October 2017. The followingchart shows our corporate structure as of the date of this prospectus, including our principal subsidiaries and variable interest entity.(1) The remaining 20% equity interest in Luckin Coffee Roasting (Tianjin) Co., Ltd. was held by Forever Growth Enterprise Ltd., one ofour roasted coffee bean suppliers. (2) Our director and chief executive ofcer, Ms. Jenny Zhiya Qian and one of our employees, Mr. Min Chen, currently hold 83.33% and16.67% of the equity interest in the VIE, respectively. (3) As of the date of this prospectus, China Luckin has 49 direct and indirect wholly owned subsidiaries mainly operating coffee network.Recent DevelopmentIn April 2019, we agreed with Louis Dreyfus Company Asia Pte. Ltd., an afliate of Louis Dreyfus Company B.V., a leading merchantand processor of agricultural goods, that two parties intend to incorporate a joint venture for constructing and operating a coffee roasting plantin China. In the meantime, Louis Dreyfus Company B.V. has agreed that in connection with and subject to the completion of this offering, itwill purchase from us a number of Class A ordinary shares equal to US$50 million divided by the price equal to the initial public offeringprice of our ADSs in this offering divided by the number of Class A Ordinary Shares represented by one ADS through a concurrent privateplacement transaction.In April 2019, we issued 173,182 Series B-1 convertible redeemable preferred shares for an aggregate consideration of US$150.0 millionto certain investors, including private funds managed by BlackRock.4