易恒健康IPO上市招股书.pdf

g29g10g14g3g14g3g47g19g16g1Ag17g15g19g47g49g14g11g4Bg57g50g3g29g32g35g30g3g29g10g14g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56As filed with the Securities and Exchange Commission on September 26, 2019Registration No. 333- g63g63g63 SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549g63g63FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933g63g63ECMOHO Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)g63g63g63Cayman 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)g63 g63Copies to:g63Ching-Yang Lin, Esq.Sullivan g63 the increasing life expectancy combined with an aging population;g63 the prevalence of health issues and chronic diseases;g63 increased demand for better health and wellness products;g63 the emergence of “lower-tier” cities, townships and rural areas in China as core drivers of the health and wellness integrated solutionmarket; andg63 market deficiencies and consumer mistrust of incumbent health and wellness product and service providers.Our StrengthsWe attribute our success to the following strengths:g63 a leading integrated solution provider in Chinas rapidly growing non-medical health and wellness market;g63 2g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56 strong ability to generate and distribute health and wellness content, leading to a loyal customer base;g63 new retail model empowered by comprehensive channel coverage;g63 strong relationships with leading health and wellness brand owners from around the world;g63 key market insights and precision marketing based on extensive consumer data and strong data analytics; andg63 visionary management team with substantial industry experience.Our StrategiesTo further grow our business and enhance our competitive position, we intend to pursue the following strategies:g63 expand our product and service offerings;g63 expand our offline channel coverage;g63 expand our content generation and distribution program;g63 continue to invest in our consumer profiling and data analytics capabilities; andg63 pursue strategic collaboration, investment and acquisition opportunities in order to expand our product and service offerings, extendour geographic reach and enhance our technological capabilities.Our ChallengesOur business and successful execution of our strategies are subject to certain challenges, risk and uncertainties, including:g63 the uncertainties in the continued growth of the e-commerce market or the health and wellness industry in China;g63 our ability to manage the expansion of our business and implement our business strategies;g63 our ability to anticipate changes in customer and consumer preferences;g63 our ability to maintain and develop favorable relationships with e-commerce channels, brand partners, content generators and otherthird parties involved in our ecosystem;g63 our ability to compete effectively against other e-commerce companies, offline competitors or new entrants to the health and wellnessmarket;g63 our ability to obtain additional capital on acceptable terms as and when required;g63 regulatory changes in the PRC and compliance with such regulations; andg63 our ability to effectively manage our inventory and warehousing capabilities.We also face additional risks, uncertainties and challenges that may materially affect our business, financial condition and results ofoperations. You should consider the risks discussed in the section headed “Risk Factors” and elsewhere in this prospectus before investing in us.g63 3g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56Corporate History and StructureOur business commenced its operations in December 2011, when our co-founders, Ms. Zoe Wang and Mr. Leo Zeng, established ourpredecessor, Shanghai ECMOHO Health Biotechnology Co., Ltd., or ECMOHO Shanghai, incorporated under the laws of the PRC, with the goalof improving the health and well-being of Chinese consumers.In May 2013, we became the exclusive distributor and brand manager in China of our first international brand partner, Puritans Pride, a U.S.-based manufacturer of vitamins, minerals, herbs and other nutritional supplements. We remain Puritans Prides exclusive distributor and brandmanager in China as of today.In January 2014, we commenced operation of the Puritans Pride cross-border flagship store on Tmall Global.In July 2016, we began working with Gerber Baby Products, an established U.S.-based manufacturer and distributor of infant healthcareproducts.In September 2017, we began working with Wyeth Nutrition, an established international brand that focuses on nutrition products formothers, infants and young children.In June 2018, ECMOHO Limited was incorporated under the laws of the Cayman Islands, and ECMOHO (Hong Kong) Health TechnologyLimited, or ECMOHO Hong Kong, was incorporated under the laws of Hong Kong and wholly owned by ECMOHO Limited. In July 2018,ECMOHO Hong Kong acquired 97.5% of the equity interest of ECMOHO Shanghai from our co-founders and certain other shareholders ofECMOHO Shanghai. See “Related Party Transactions Other Transactions with Related Parties Transactions with our co-founders”.In April 2019, we launched XG Health, our proprietary integrated family health management and service platform, which offers consumers arange of health and wellness products and rich content.In June 2019, ECMOHO Hong Kong, through an onshore subsidiary, entered into an agreement to acquire the remaining 2.5% of the equityinterest of ECMOHO Shanghai from its minority shareholders.g63 4g37g44g45g4Fg48g3g52g49g3g26g52g51g57g48g51g57g56The following diagram illustrates our corporate structure and the place of incorporation of each of our Company, significant subsidiaries,VIEs and VIE Subsidiary as of the date of this prospectus:g63g63(1) Contractual arrangements include an exclusive technology consulting and service agreement, powers of attorney, an equity pledge agreement,an exclusive call option agreement and spousal consent letters.(2) Shanghai Yibo Medical Equipment Co., Ltd. is our variable interest entity in China and is 50% owned by Ms. Wang and 50% owned byMr. Zeng, our co-founders.(3) Yang Infinity (Shanghai) Biotechnology Co., Limited is our variable interest entity in China and is 50% owned by Ms. Wang and 50% ownedby Mr. Zeng, our co-founders.g63 5