BEIJING, China – Luckin Coffee Inc announced yesterday that the proposed resolutions submitted for shareholder approval have been adopted at the extraordinary general meeting held on December 11, 2021, Beijing time (the “EGM”). Certain amendments to the Company’s Fifth Amended and Restated Memorandum and Articles of Association have been approved and adopted as special resolutions at the EGM.
The resolutions serve different purposes and are together designed to ensure that no shareholder may transfer shares of the Company to any Restricted Person (as defined in the notice of the EGM attached as Exhibit 99.2 to the Current Report on Form 6-K furnished by the Company to the U.S. Securities and Exchange Commission on November 8, 2021 (the “EGM Notice”)) and that any Restricted Person is not able to transfer shares of the Company, or to exercise voting power with respect to the shares of the Company that such Restricted Person legally or beneficially owns.
These resolutions are intended to protect the long-term viability of Luckin Coffee and promote long term shareholder value.
The holders of shares carrying 65% of all the votes attaching to shares in issue and entitled to vote as of November 8, 2021 were present in person or by proxy at the EGM. Votes present at the EGM but were withheld or undesignated were not considered for the sole purpose of calculating the percentages of the results.
The results of the EGM in accordance with the foregoing is as follows: (i) 81.8% were in favor of and 18.2% were against, each of the resolutions 1-9 as set forth in the EGM Notice, while approximately 1% of votes present were withheld or undesignated; and (ii) 99.8% were in favor of and 0.2% were against, each of the resolutions 10-12 as set forth in the EGM Notice, while approximately 19% of votes present were withheld or undesignated.
Additionally, following the same principle for the calculation of percentages, of the votes casted by The Bank of New York Mellon, as depositary on behalf of the owners and holders of American depositary shares (“ADS”) of the Company’s ADS program (the “Depositary”), over 98.5% were in favor of and less than 1.5% were against, each of the resolutions as set forth in the EGM Notice, while approximately 8% of votes present and returned through the Depositary were withheld or undesignated. All the percentages hereof are approximate numbers as a result of rounding.
