SCHEDULE: Centurium Holdings Reduces Luckin Coffee Stake to 23.28%

Centurium Holdings and Hui Li have reduced their beneficial ownership in Luckin Coffee Inc. to 23.28% through recent share distributions and open market sales.

Summary

• Centurium Holdings Ltd. and Hui Li, as reporting persons, now beneficially own 596,346,800 Class A Ordinary Shares of Luckin Coffee Inc., representing 23.28% of the outstanding class.
• This ownership includes 164,790,181 directly held Class A Ordinary Shares and 431,556,619 Class A Ordinary Shares issuable upon conversion of 136,172,004 Class B Ordinary Shares and 295,384,615 Preferred Shares.
• The percentage is calculated based on 2,129,852,172 Class A Ordinary Shares issued and outstanding as of February 28, 2025, plus the additional convertible shares.
• The reporting persons' beneficial ownership decreased due to a distribution of 8,551,098 Class A Ordinary Shares by Cameleer II L.P. on October 15, 2025.
• Camel Zhengkai Limited also sold a total of 20,580,520 Class A Ordinary Shares (represented by ADSs) in open market sales between November 20, 2025, and December 3, 2025, at prices ranging from US$4.47 to US$4.61 per share.

Sentiment

Score: 4

Explanation: The sentiment is mildly negative due to a significant beneficial owner reducing their stake through distributions and open market sales. While the reporting persons state their intent to continue reviewing their investment, the actual reduction in ownership can be interpreted as a decrease in conviction or a strategic divestment, which is generally not a positive signal for the company's stock.

Negatives

• A significant beneficial owner, Centurium Holdings, reduced its stake in Luckin Coffee Inc. through distributions and open market sales.
• The sales by Camel Zhengkai Limited involved 20,580,520 Class A Ordinary Shares over several days in late 2025, potentially indicating a lack of increased conviction or a strategic divestment.

Risks

• The reporting persons may acquire additional securities or sell all or a portion of their remaining holdings, which could impact the Issuer's stock price and market liquidity.
• The reporting persons may consider, explore, and/or develop plans and/or make proposals regarding the Issuer's performance, operations, management, governance, conflicted party transactions, capital allocation policies, and strategy, potentially leading to changes or disagreements with current management.

Future Outlook

The reporting persons acquired their securities for investment purposes and intend to continuously review their investment in Luckin Coffee Inc. They may acquire additional shares, retain, or sell existing holdings based on various factors including the Issuer's business, financial condition, market conditions, and strategic alternatives. They also reserve the right to engage with the Issuer's board and management regarding performance, operations, governance, and strategy, and may propose or consider significant corporate actions.

Industry Context

This filing primarily details a change in beneficial ownership by a significant investor, Centurium Holdings, in Luckin Coffee Inc. It reflects an investor's portfolio management decision rather than a direct operational or strategic update from the company itself. The sales occurred in the OTC Pink Sheets market, where Luckin Coffee's ADSs currently trade following their delisting from NASDAQ in 2020.

Stakeholder Impact

• Shareholders: The reduction in stake by a major investor could lead to increased selling pressure or a negative perception, potentially impacting share price. The stated intent of the reporting persons to engage with management could also lead to future strategic changes.
• Management/Board: The reporting persons' stated intent to engage with the board and management regarding performance, operations, governance, and strategy indicates potential for increased oversight or pressure for strategic adjustments.

Next Steps

• Reporting persons will continue to review their investment in Luckin Coffee Inc.
• Reporting persons may acquire additional securities or sell existing holdings.
• Reporting persons may engage with the Issuer's board and management regarding various corporate matters.
• Reporting persons may propose or consider actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

Key Dates

Recommendation

While a significant investor reducing their stake can be a negative signal, the filing primarily details a transaction rather than a fundamental change in the company's operations or financial health. The reporting persons still retain a substantial 23.28% stake and explicitly state their intent to continue reviewing their investment and potentially engage with management on strategic matters. This suggests ongoing involvement rather than a complete divestment. Investors should hold to observe future actions by this significant shareholder and any subsequent operational or strategic updates from Luckin Coffee Inc. itself, as the current filing does not provide enough information for a strong buy or sell recommendation based solely on this ownership change.

Keywords

Luckin Coffee, LKNCY, Centurium Holdings, Hui Li, Schedule 13D, Beneficial Ownership, Share Sale, Investment, Class A Ordinary Shares, Preferred Shares, Class B Ordinary Shares, OTC Pink Sheets