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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
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,
FirstName LastNameJing An
Division of
Corporation Finance
Comapany NameLuckin Coffee Inc.
Disclosure Review
Program
September 21, 2023 Page 2
cc: Li He
FirstName LastName