UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Luckin Coffee Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.000002
(Title of Class of Securities)
54951L109
(CUSIP Number)
January 14, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐: Rule 13d-1(b)
☑: Rule 13d-1(c)
☐: Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GIC Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,279,664*
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6
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SHARED VOTING POWER
35,115,656**
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7
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SOLE DISPOSITIVE POWER
2,279,664*
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8
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SHARED DISPOSITIVE POWER
35,115,656**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,395,320
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82%***
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12
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TYPE OF REPORTING PERSON
CO
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| * |
Represented by 197,046 American depositary shares (“ADS”), each of which represents eight Class A Ordinary Shares, and US$4,800,000 in principal amount of convertible notes issued by the Issuer (the “Convertible Notes”), with an initial conversion rate of 18.3150 ADSs per US$1,000 principal amount of Convertible Notes, held by GIC
Private Limited.
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| ** |
Represented by 4,385,794 ADS, each of which represents eight Class A Ordinary Shares, and US$200,000 in principal amount of Convertible Notes, with an initial conversion rate
of 18.3150 ADSs per US$1,000 principal amount of Convertible Notes, held by GIC Private Limited.
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| *** |
Based upon (1) 775,087,728 Class A Ordinary Shares issued and outstanding, according to the Issuer’s prospectus dated January 9, 2020 and (2) 732,600 Class A Ordinary Shares issuable upon the conversion of the Convertible Notes held
by GIC Private Limited.
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GIC Special Investments Pte. Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
34,656,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
34,656,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,656,000*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.47%
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12
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TYPE OF REPORTING PERSON
CO
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| * |
Represented by 4,332,000 ADS each of which represent eight Class A Ordinary Shares.
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 4 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carob Investment Pte. Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
34,656,000
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
34,656,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,656,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.47%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 5 of 7
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ITEM 1
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(a)
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Name of Issuer
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Luckin Coffee Inc. (the “Issuer”)
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(b)
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Address of Issuer's Principal Executive Offices
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17F Block A, Tefang Portman Tower
No. 81 Zhanhong Road
Siming District, Xiamen, Fujian
People’s Republic of China, 361008
ITEM 2
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(a)
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Names of Persons Filing
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GIC Private Limited
GIC Special Investments Pte. Ltd.
Carob Investment Pte. Ltd.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address for GIC Private Limited, GIC Special Investments Pte. Ltd. and Carob Investment Pte. Ltd. is as follows:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Republic of Singapore
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(c)
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Citizenship
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GIC Private Limited – Republic of Singapore
GIC Special Investments Pte. Ltd. – Republic of Singapore
Carob Investment Pte. Ltd. – Republic of Singapore
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(d)
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Title of Class of Securities
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Class A Ordinary Shares, par value US$0.000002 per share
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(e)
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CUSIP Number
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54951L109
| ITEM 3 |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
| ITEM 4 |
Ownership
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Ownership information with respect to GIC Private Limited, GIC Special Investments Pte. Ltd. and Carob Investment Pte. Ltd. is incorporated by reference through items (5) through (9) and (11) of
the cover page for each entity.
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 6 of 7
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Carob Investment Pte. Ltd. shares the power to vote and the power to dispose of 34,656,000 Class A Ordinary Shares held directly by it with GIC Special Investments Pte. Ltd. and GIC Private
Limited. GIC Special Investments Pte. Ltd. is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
GIC Private Limited is a fund manager and only has two clients – the Government of Singapore (“GoS”) and The Monetary Authority of Singapore (“MAS”). Under the investment management agreement with
GoS, GIC Private Limited has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC Private Limited has the sole power to vote and power to dispose of the
1,576,368 Class A Ordinary Shares beneficially owned by it and the 703,296 Class A Ordinary Shares issuable upon the conversion of the Convertible Notes held by GIC Private Limited (based on the initial conversion rate of 18.3150 ADSs per US$1,000 principal amount of Convertible Notes). GIC Private Limited shares power to vote and dispose of 430,352 Class A Ordinary Shares beneficially owned by it and the 29,304 Class A
Ordinary Shares issuable upon the conversion of the Convertible Notes held by GIC Private Limited (based on the initial conversion rate of 18.3150 ADSs per US$1,000 principal amount of
Convertible Notes) with MAS.
| ITEM 5 |
Ownership of Five Percent or Less of a Class
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This statement is being filed to report the fact that the reporting persons have ceased to be the beneficial owner of more
than 5 percent of Class A Ordinary Shares.
| ITEM 6 |
Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| ITEM 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person
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Not applicable.
| ITEM 8 |
Identification and Classification of
Members of the Group
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Not applicable.
| ITEM 9 |
Notice of Dissolution of Group
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Not applicable.
| ITEM 10 |
Certifications
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 54951L109
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SCHEDULE 13G |
Page 7 of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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January 16, 2020
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| GIC PRIVATE LIMITED | |||
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By:
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/s/ Celine Loh Sze Ling | |
| Name: | Celine Loh Sze Ling | ||
| Title: | Senior Vice President | ||
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By:
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/s/ Toh Tze Meng | |
| Name: | Toh Tze Meng | ||
| Title: | Senior Vice President | ||
| GIC SPECIAL INVESTMENTS PTE. LTD. | |||
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By:
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/s/ Chan Hoe Yin | |
| Name: | Chan Hoe Yin | ||
| Title: | Director | ||
| CAROB INVESTMENT PTE. LTD. | |||
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By:
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/s/ Suresh Balasubramanian
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| Name: | Suresh Balasubramanian | ||
| Title: | Director | ||
LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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