Statement of Ownership (sc 13g)
February 27 2020 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ECMOHO
Limited
(Name of Issuer)
Class A ordinary shares, par value $0.00001 per share
(Title of Class of Securities)
G29213 108
(CUSIP
Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in 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. G29213 108
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1.
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Names of
Reporting Persons
Behealth Limited
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
The British Virgin
Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
38,213,3061
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6.
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Shared Voting Power
None
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7.
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Sole Dispositive Power
38,213,3061
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8.
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Shared Dispositive Power
None
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
38,213,3061
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
37.8%2
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12.
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Type of Reporting Person (See
Instructions)
CO
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1
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Represents the sum of (i) 638,106 Class A ordinary shares held of record by Behealth Limited and (ii)
37,575,200 Class B ordinary shares held of record by Behealth Limited, all of which can be converted into an equal number of Class A ordinary shares at the discretion of Behealth Limited. Behealth Limited is wholly owned by Ying Wang.
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CUSIP No. G29213 108
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1.
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Names of
Reporting Persons
Ying Wang
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
a. ☐ b. ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
The Peoples Republic of
China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
38,213,3063
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6.
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Shared Voting Power
None
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7.
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Sole Dispositive Power
38,213,3063
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8.
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Shared Dispositive Power
None
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
38,213,3063
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by
Amount in Row (9)
37.8%4
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12.
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Type of Reporting Person (See
Instructions)
IN
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3
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Represents the sum of (i) 638,106 Class A ordinary shares held of record by Behealth Limited and (ii)
37,575,200 Class B ordinary shares held of record by Behealth Limited, all of which can be converted into an equal number of Class A ordinary shares at the discretion of Behealth Limited. Behealth Limited is wholly owned by Ying Wang.
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Item 1(a).
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Name of Issuer:
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ECMOHO Limited
Item 1(b).
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Address of Issuers Principal Executive Offices:
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3F, 1000 Tianyaoqiao Road
Xuhui
District
Shanghai, 200030
The Peoples Republic of China
Item 2(a).
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Name of Person Filing:
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Behealth Limited
Ying Wang
Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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For Behealth Limited:
c/o Sertus Incorporations (BVI) Limited Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town, Tortola
The British Virgin Islands
For Ying Wang:
3F, 1000 Tianyaoqiao Road
Xuhui District
Shanghai, 200030
The Peoples Republic of China
Behealth Limited The British Virgin Islands
Ying Wang The Peoples Republic of China
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, par value $0.00001 per share. Class B ordinary shares are convertible at any time by the holder thereof into
Class A ordinary shares on a one-for-one basis.
G29213 108
Item 3.
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Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c):
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Not applicable.
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
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(a)
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The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is
incorporated herein by reference.
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(b)
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The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and
is incorporated herein by reference. The total number of outstanding Class A ordinary shares used to calculate the percent of class represented by the Class A ordinary shares beneficially owned by Behealth Limited is the sum of (i)
63,567,099 Class A ordinary shares outstanding as of the date of this filling as provided by the Issuer and (ii) 37,575,200 Class B ordinary shares held of record by Behealth Limited, all of which can be converted into an equal number of
Class A ordinary shares at the discretion of Behealth Limited.
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(c)
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The information required by Items 4(c) is set forth in Rows 5-8 of the
cover page for each Reporting Person and is incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Behealth Limited, wholly owned by Ying Wang, is the holder of record of
the Class A ordinary shares and Class B ordinary shares beneficially owned by Ying Wang.
Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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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.
Date: February 27, 2020
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BEHEALTH LIMITED
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By:
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/s/ Ying Wang
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Name: Ying Wang
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Title: Director
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