BEIJING, China – Luckin Coffee Inc. (in Provisional Liquidation) (“Luckin Coffee” or the “Company”) (OTC: LKNCY) today announced that it will convene an extraordinary general meeting of the Company (the “EGM”) at 10 a.m. on December 11, 2021, Beijing time. Holders of record of ordinary shares of the Company at the close of business on November 8, 2021 (Eastern Standard Time) are entitled to notice of, to attend and vote at the EGM or any adjournment(s) thereof.
Holders of the American depositary shares (“ADSs”) representing ordinary shares of the Company who wish to exercise their voting rights for such underlying ordinary shares must act through the depositary of the Company’s ADSs program, The Bank of New York Mellon.
The purpose of the EGM is for the Company’s shareholders to consider, and if thought fit, approve resolutions related to certain amendments to the Company’s Fifth Amended and Restated Memorandum and Articles of Association. The resolutions proposed by the Board of Directors of Luckin Coffee (the “Board”) are intended to protect the long-term viability of the Company and promote long term shareholder value. The Board has proposed the adoption of several resolutions, which serve different purposes and are together designed to ensure that no shareholder may directly or indirectly transfer shares of the Company to any Restricted Person (as defined below) and that any Restricted Person is not able to directly or indirectly 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, directly or indirectly. The Board fully supports these proposals and recommends that shareholders and holders of the ADSs vote in favor of these proposals.
“Restricted Person” is defined to include (i) any former director, officer or member of management of the Company or any of its subsidiaries with respect to whom the Special Committee (created by the Board on March 19, 2020 to oversee an internal investigation into the previously disclosed fabricated transactions) recommended resignation or removal from the Board in connection with such person’s conduct during the time when such person served on the Board or termination of employment, or whose employment was terminated by the Board, or any such person’s respective affiliates or associates or any legal person controlled by such person, and (ii) any other person (or any affiliate or associate thereof) with whom any person under clause (i) (or any affiliate or associate thereof) has any agreement, arrangement or understanding, whether or not in writing, with respect to, or with whom such person is otherwise cooperating or collaborating with, for the purpose of (a) acquiring, holding, sharing, voting or disposing of securities of the Company or any financial interest in or deriving from the value of the securities of the Company, or (b) changing or influencing the control of the Company or in connection with or as a participant in any transaction having that purpose or effect.
The notice of the EGM, the proxy form for the EGM and the form of the Sixth Amended and Restated Memorandum and Articles of Association are attached as Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, respectively, to the Current Report on Form 6-K furnished by the Company to the Securities and Exchange Commission today. A copy of the notice of the EGM and the proxy form for the EGM are also posted to the Company’s website at investor.luckincoffee.com.
The Board views these proposals as an important step to fulfill its fiduciary duties to the Company and its shareholders, and to enable shareholders to realize the long-term value of their investment. The proposals are being put up for consideration following a careful evaluation and consultation with the Company’s external legal advisors and are supported by the Joint Provisional Liquidators of the Company.
