瑞幸咖啡 2025年年度报告和过渡报告

Luckin Coffee Inc. * Not for trading, but only in connection with the quoting of the American depositary shares on the OTC market. 2,124,695,348Class A Ordinary Shares, par value US$0.000002 per share,144,778,552Class B Ordinary Shares, par value US$0.000002 per share, and295,384,619 senior convertible preferred shares, par value US$0.000002 per share, as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Table of Contents Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company.See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other☐ ☐Item 17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION AND RISK FACTORS SUMMARY4PART I8Item 1.Identity of Directors, Senior Management and Advisers8Item 2.Offer Statistics and Expected Timetable8Item 3.Key Information8Item 4.Information on the Company57Item 4A.Unresolved Staff Comments98Item 5.Operating and Financial Review and Prospects98Item 6.Directors, Senior Management and Employees124Item 7.Major Shareholders and Related Party Transactions134Item 8.Financial Information135Item 9.The Offer and Listing139Item 10.Additional Information140Item 11.Quantitative and Qualitative Disclosures About Market Risk151Item 12.Description of Securities Other than Equity Securities152PART II154Item 13.Defaults, Dividend Arrearages and Delinquencies154Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds154Item 15.Controls and Procedures154Item16.A.Audit Committee Financial Expert155Item16.B.Code of Ethics155Item16.C.Principal Accountant Fees and Services Auditor Fees15