Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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 disclosures provided in a prior cover page.
** CUSIP number 54951L109 has been assigned to the American
depositary shares (“ADSs”) of the issuer, which are quoted on the NASDAQ Global Select Market under the symbol “LK.”
Each ADS represents eight Class A ordinary shares of the issuer. No CUSIP number has been assigned to Class B ordinary shares of
the issuer.
The information required on 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).
CUSIP No. 54951L109
|
Schedule
13G
|
|
1.
|
NAMES
OF REPORTING PERSONS
Summer Fame Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
312,500,000 Class B ordinary
shares (1)
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
312,500,000 Class B ordinary
shares (1)
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
312,500,000 Class B ordinary
shares (1)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
25.3% (2)
|
12.
|
TYPE OF REPORTING PERSON
CO
|
(1) Represents
312,500,000 Class B ordinary shares held by Summer Fame Limited, a British Virgin Islands company wholly owned by Summer Fame
International Limited, which in turn is controlled by Qian Family Trust. Qian Family Trust is a trust established under the laws
of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Ms. Qian is the settlor of the trust and Ms. Qian and her family
members are the trust’s beneficiaries. 146,100,254 Class B ordinary shares held by Summer Fame Limited have been pledged
to secure a borrowing.
(2) Calculated
based on 1,233,527,072 Class B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public
follow-on offering (after the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer
on its prospectus form, Form 424B4, filed on January 10, 2020 (the “Form 424B4”).
CUSIP No. 54951L109
|
Schedule
13G
|
|
1.
|
NAMES
OF REPORTING PERSONS
Summer Fame International Limited
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
312,500,000 Class B ordinary
shares (1)
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
312,500,000 Class B ordinary
shares (1)
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
312,500,000 Class B ordinary
shares (1)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.3% (2)
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
(1) Represents
312,500,000 Class B ordinary shares held by Summer Fame Limited, a British Virgin Islands company wholly owned by Summer Fame
International Limited, which in turn is controlled by Qian Family Trust. Qian Family Trust is a trust established under the laws
of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Ms. Qian is the settlor of the trust and Ms. Qian and her family
members are the trust’s beneficiaries. 146,100,254 Class B ordinary shares held by Summer Fame Limited have been pledged
to secure a borrowing.
(2) Calculated
based on 1,233,527,072 Class B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public
follow-on offering (after the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer
on its Form 424B4.
CUSIP No. 54951L109
|
Schedule
13G
|
|
1.
|
NAMES
OF REPORTING PERSONS
Zhiya Qian
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s Republic
of China
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
312,500,000 Class B ordinary
shares (1)
|
6.
|
SHARED VOTING POWER
0
|
7.
|
SOLE DISPOSITIVE POWER
312,500,000 Class B ordinary
shares (1)
|
8.
|
SHARED DISPOSITIVE POWER
0
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
312,500,000 Class B ordinary
shares (1)
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
25.3%(2)
|
12.
|
TYPE OF REPORTING PERSON
IN
|
(1) Represents
312,500,000 Class B ordinary shares held by Summer Fame Limited, a British Virgin Islands company wholly owned by Summer Fame
International Limited, which in turn is controlled by Qian Family Trust. Qian Family Trust is a trust established under the laws
of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Ms. Qian is the settlor of the trust and Ms. Qian and her family
members are the trust’s beneficiaries. 146,100,254 Class B ordinary shares held by Summer Fame Limited have been pledged
to secure a borrowing.
(2) Calculated
based on 1,233,527,072 Class B ordinary shares issued and outstanding immediately after the completion of the Issuer’s public
follow-on offering (after the underwriters exercised their option to purchase additional ADSs in full), as disclosed by the Issuer
on its Form 424B4.
|
Item 1(a).
|
Name of Issuer:
|
Luckin Coffee
Inc. (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal
Executive Offices:
|
17F Block
A, Tefang Portman Tower, No. 81 Zhanhong Road, Siming District, Xiamen, Fujian, 361008, the People’s Republic of China
|
Item 2(a).
|
Name of Person Filing:
|
Summer Fame
Limited
Summer Fame
International Limited
Zhiya Qian
(collectively,
the “Reporting Persons”)
|
Item 2(b).
|
Address of Principal Business
Office or, if None, Residence:
|
Summer Fame
Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110, British Virgin Islands
Summer Fame
International Limited
Palm Grove
House, P.O. Box 438, Road Town, Tortola, British Virgin Islands
Zhiya Qian
No. 118
East Zhongguancun Road, Haidian Dist., Beijing, the People’s Republic of China
Summer
Fame Limited: British Virgin Islands
Summer
Fame International Limited: British Virgin Islands
Zhiya Qian:
People’s Republic of China
|
Item 2(d).
|
Title of Class of Securities:
|
Class B
ordinary shares, par value US$0.000002 per share
The Issuer’s
ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each
Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into
one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
54951L109
This CUSIP
number applies to the American depositary shares of the Issuer, each representing eight Class A ordinary shares of the Issuer,
par value US$0.000002 per share. No CUSIP has been assigned to the Class B ordinary shares.
|
Item 3.
|
If this Statement is Filed Pursuant
to Rule 13d-1(b), or 13d-2(b) or (c):
|
Not
applicable.
The following
information with respect to the ownership of the ordinary shares of par value of US$0.000002 per share of the Issuer by each of
the Reporting Persons is provided as of December 31, 2019:
Reporting
Person
|
Amount
beneficially owned:
|
Percent
of class (1):
|
Sole
power to vote or direct the vote:
|
Shared
power to vote or to direct the vote:
|
Sole
power to dispose or to direct the disposition of:
|
Shared
power to dispose or to direct the disposition of:
|
Percent
of Aggregate voting power (2):
|
Summer Fame Limited
|
312,500,000
|
25.3%
|
312,500,000
|
0
|
312,500,000
|
0
|
23.8%
|
Summer Fame International Limited
|
312,500,000
|
25.3%
|
312,500,000
|
0
|
312,500,000
|
0
|
23.8%
|
Zhiya Qian
|
312,500,000
|
25.3%
|
312,500,000
|
0
|
312,500,000
|
0
|
23.8%
|
(1)
The percentage of class of securities beneficially owned by each Reporting Person is
based on 1,233,527,072 Class B ordinary shares of the Issuer issued and outstanding immediately
after the completion of the Issuer’s public follow-on offering (after the underwriters
exercised their option to purchase additional ADSs in full), as disclosed by the Issuer
on its Form 424B4.
(2) For
each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such
Reporting Person by the voting power of all of 791,647,728 Class A and 1,233,527,072 Class B ordinary shares of the Issuer as
a single class. Each Class A ordinary share is entitled to one vote,
and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
|
Item 5.
|
Ownership of Five Percent or Less
of a Class.
|
Not applicable.
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification
of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
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.
Dated: February
14, 2020
SUMMER FAME LIMITED
|
|
|
By:
|
/s/ Zhiya Qian
|
|
Name: Zhiya Qian
|
|
Title: Director
|
SUMMER
FAME INTERNATIONAL LIMITED
|
|
|
By:
|
/s/ Zhiya Qian
|
|
Name: Zhiya Qian
|
|
Title: Director
|
ZHIYA QIAN
|
|
|
By:
|
/s/ Zhiya Qian
|
LIST OF
EXHIBITS
Exhibit No.
|
|
Description
|
A
|
|
Joint Filing Agreement
|
|
|
|
Exhibit A
JOINT
FILING AGREEMENT
The undersigned
hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this
statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements.
Dated: February 14, 2020
SUMMER FAME LIMITED
|
|
|
By:
|
/s/ Zhiya Qian
|
|
Name: Zhiya Qian
|
|
Title: Director
|
SUMMER
FAME INTERNATIONAL LIMITED
|
|
|
By:
|
/s/ Zhiya Qian
|
|
Name: Zhiya Qian
|
|
Title: Director
|
ZHIYA QIAN
|
|
|
By:
|
/s/ Zhiya Qian
|