瑞幸咖啡Luckin Coffee Inc.(LKNCY)2023年20-F年度报告「OTC市场」

2,093,280,340 Class A Ordinary Shares, par value US$0.000002 per share, 144,778,552 Class B Ordinary Shares, par value US$0.000002 per share, and 307,692,307 seniorconvertible preferred shares, par value US$0.000002 per share, as of December 31, 2023. 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 1934 from their obligationsunder 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 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis 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 “largeaccelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after 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 control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its 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 the filing reflect the correctionof 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 received by any of the registrant’sexecutive 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 issued by theInternational Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐Item 17☐Item 18 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). 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 Company61Item 4A.Unresolved Staff Comments105Item 5.Operating and Financial Review and Prospects105Item 6.Directors, Senior Management and Employees133Item 7.Major Shareholders and Related Party Transactions144Item 8.Financial Information144Item 9.The Offer and Listing149Item 10.Additional Information149Item 11.Quantitative and Qualitative Disclosures About Market Risk161Item 12.Description of Securities Other than Equity Securities161PART II163Item 13.Defaults, Dividend Arrearages and Delinquencies163Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds163Item 15.Controls and Procedures Disclosure Controls and Procedures163Item 16.A.Audit Committee Financial Expert164Item 16.B.Code of Ethics164Item 16.C.Principal Accountant Fees and Services Auditor Fees165Item 16.D.Exemptions from the Listing Standards for Audit Committees165Item 16.E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers165Item 16.F.Change in Registrant’s Certifying Accountant165Item 16.G.Corporate Governance166Item 16.H.Mine Safety Disclosure166Item 16.I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections166Item 16.J.Insider Trading Policy166Item 16.K.Cybersecurity166PART III168Item 17.Financial Statements168Item 18.Financial Statements168Item 19.Exhibits168INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 INTRODUCTION Except where the context otherwise requires and for purposes of this annual report only: ●“ADSs” refers to the American depositary shares, each representing eight of the Company’s Class A Ordinary Shares;●“Beijing Wholly Foreign Owned Enterprise”, or “Beijing WFOE”, ref