易恒健康IPO上市招股书（英文）-2019.10-301页.pdf

F-1 1 d637426df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on September 26,2019Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933ECMOHO Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5961 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)3F,1000 Tianyaoqiao RoadXuhui DistrictShanghai,200030The Peoples Republic of China+86 21 6113 2270(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Corporation Service Company1180 Avenue of the Americas,Suite 210New York,NY 10036-8401+1 800 927 9801(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Ching-Yang Lin,Esq.Sullivan&Cromwell LLP28th FloorNine Queens Road CentralHong Kong+852 2826 8688 James C.Lin,Esq.Li He,Esq.Davis Polk&Wardwell LLP18th FloorThe Hong Kong Club Building3A Chater RoadHong Kong+852 2533 3300Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check thefollowing box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5,2012.CALCULATION OF REGISTRATION FEETitle of each class ofsecurities to be registered Proposedmaximumaggregateoffering price(3)Amount ofregistration fee Class A ordinary shares,par value US$0.00001 per share(1)(2)US$150,000,000 US$18,180 (1)American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6(Registration No.333-).Each American depositary share represents Class A ordinary shares.(2)Includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of theirdistribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public,and alsoincludes Class A ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option.These Class A ordinary shares are not being registeredfor the purpose of sales outside the United States.(3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o)under the Securities Act of 1933.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933,as amended,or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuantto such Section 8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This prospectus is not an offer to sell these securities and we are not soliciting offers to buy thesesecurities in any state where the offer or sale is not permitted.Subject to Completion,Dated American Depositary SharesECMOHO LimitedRepresenting Class A Ordinary SharesThis is an initial public offering of American depositary shares,or ADSs,of ECMOHO Limited.ECMOHO Limited is offering ADSs to be sold in the offering.Each ADS represents Class A ordinary shares,par value US$0.00001 pershare.Prior to this offering,there has been no public market for the ADSs or our shares.It is currently estimated that the initial public offering price perADS will be between US$and US$.We have applied to list the ADSs on the NASDAQ Global Market under the symbol“MOHO”.We are an“emerging growth company”as defined under applicable U.S.securities laws and,as such,we are eligible for reduced public companyreporting requirements.Investing in our ADSs involves risks.See“Risk Factors”beginning on page 17 to read about factors you should consider before buying theADSs.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.Per ADS Total Initial public offering price US$US$Underwriting discounts and commissions(1)US$US$Proceeds,before expenses,to us US$US$(1)For a description of compensation payable to the underwriters,see“Underwriting.”The underwriters have the option to purchase up to additional ADSs from certain selling shareholders at the initial public offering priceless the underwriting discounts and commissions within 30 days from the date of this prospectus.Upon the completion of this offering,our outstanding shares will consist of Class A ordinary shares and Class B ordinary shares.Holders ofClass A ordinary shares and Class B ordinary shares have same rights except for voting and conversion rights.Each holder of our Class B ordinaryshares is entitled to ten votes per share and each holder of our Class A ordinary shares is entitled to one vote per share on all matters submitted to themfor a vote.Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis,whileClass A ordinary shares are not convertible into Class B ordinary shares under any circumstances.We will be a“controlled company”under theNASDAQ Stock Market Rules because our co-founders,Ms.Zoe Wang and Mr.Leo Zeng,will beneficially own,in aggregate,100%of our issuedClass B ordinary shares.These Class B ordinary shares will constitute approximately%of our total issued and outstanding share capital and%ofthe aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering,assuming the underwritersdo not exercise their over-allotment option.The underwriters expect to deliver the ADSs against payment in New York,New York on ,2019.UBS Investment Bank CICCProspectus dated ,2019Table of ContentsTable of ContentsTABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 57 Use of Proceeds 58 Dividend Policy 59 Capitalization 60 Dilution 62 Enforceability of Civil Liabilities 64 Corporate History and Structure 66 Selected Consolidated Financial and Operating Data 71 Managements Discussion and Analysis of Financial Condition and Results of Operations 75 Our Market Opportunities 96 Business 100 Regulation 114 Management 132 Principal and Selling Shareholders 138 Related Party Transactions 141 Description of Share Capital 143 Description of American Depositary Shares 153 Shares Eligible for Future Sale 165 Taxation 166 Underwriting 173 Expenses Relating to this Offering 184 Legal Matters 185 Experts 186 Where You Can Find Additional Information 187 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any related free writing prospectus that we have filed with the SEC.Wehave not authorized anyone to provide you with information that is different.This prospectus may only be used where it is legal to offer and sell thesesecurities.The information contained in this prospectus is current only as of its date.Until ,2019(the 25th day after the date of this prospectus),all dealers that effect transactions in these securities,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions.Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or anyfiled free writing prospectus in any jurisdiction where action for that purpose is required,other than in the United States.Persons outside the UnitedStates who came into possession of this prospectus or any filed free writing prospectus must inform themselves about,and observe any restrictionsrelating to,the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financialstatements and notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks of investing in the ADSs discussed under“Risk Factors”and information contained in“Managements Discussion and Analysisof Financial Condition and Results of Operations”before deciding whether to buy the ADSs.This prospectus contains information from anindustry report,dated June 2019,commissioned by us and prepared by Frost&Sullivan(Beijing)Inc.,Shanghai Branch Co.,or Frost&Sullivan,an independent market research firm,to provide information regarding our industry and our market position in the PRC.Our MissionOur mission is to improve the health and well-being of consumers in China.We strive to achieve our mission by empowering consumers withaccess to quality products and trustworthy content to better address their health and wellness needs and those of their families.Our BusinessWe are one of Chinas leading integrated solution providers in the rapidly growing non-medical health and wellness market.As an integratedsolution provider,we act as the bridge between brand owners and Chinese consumers by marketing and distributing health supplements and food,mother and child care products,personal care products,household healthcare equipment and other health and wellness products.Through overseven years of operation,we have built an ecosystem where Chinese consumers are provided with customized health and wellness solutions thatinclude quality products and trustworthy content.We ranked first in Chinas non-medical health and wellness integrated solution industry in terms of revenue in 2018 with a market share of2.6%,according to Frost&Sullivan.The non-medical health and wellness integrated solution industry is the fastest growing segment withinChinas health and wellness market,according to the same source.Leveraging our strong relationships with leading health and wellness brandshome and abroad,comprehensive online channel coverage,loyal customer base,proven content generation and distribution capabilities,deepindustry knowhow and extensive consumer data,we believe we are well positioned to solidify our leading position in Chinas highly fragmentednon-medical health and wellness integrated solution industry and to serve Chinas broader health and wellness market.As of June 30,2019,we sourced around 5,000 SKUs of quality health and wellness products from around 40 brand partners,includingAbbott,Gerber,Perrier,Puritans Pride and Wyeth Nutrition,and offered them to consumers through various online and offline channels,includingmajor e-commerce platforms,such as Tmall and JD.com,social e-commerce platforms,such as Pinduoduo,Yunji and Little Red Book,as well asother online and offline retailers.We also provide value-added services,such as designing and operating online stores and organizing online andoffline marketing campaigns,to our brand partners to help them extend their consumer outreach.In addition,as consumers in China are increasingly seeking higher quality health and wellness products,we believe there is a growing needfor trustworthy health and wellness content that guides consumers to reliable products that suit their own health and wellness needs.To address thisgrowing need,we partner with over 1,100 healthcare experts and KOLs to generate health and wellness content,combined with productrecommendations,and distribute such content to consumers through multiple online and offline channels.In the month of June 2019,we,togetherwith these healthcare experts and KOLs,generated over 2,000 health and wellness articles.1Table of ContentsWe optimize our brand partner and product portfolio from time to time by selecting brands and products that best address consumer needs inChina based on the analysis of our 7.2 million paying consumer profiles and our market insights.Such market insights into Chinese consumerdemand are in turn valued by our brand partners.We also have two proprietary brands,KGC and HST,which address the underserved demand forhousehold healthcare equipment and traditional Chinese herbal tonics.We have developed XG Health platform,an integrated family health management and service platform,which was launched in April 2019.XG Health offers consumers a rich array of health management plans,prepared by doctors and nutritionists,as well as health and wellnessproducts.Consumers may also reach out to the healthcare experts on XG Health for further inquiries and receive customized non-medical healthand wellness recommendations.In addition,we have rolled out a pilot program to partner with specialty stores in“lower-tier”cities,townships andrural area in