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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 20-F/A
(Mark One)
¨ |
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
OR |
|
|
x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended December
31, 2022 |
|
|
OR |
|
|
¨ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
OR |
|
|
¨ |
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company
report
For the transition
period from
to
Commission
file number 001-35942
LightInTheBox
Holding Co., Ltd.
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
51
Tai Seng Avenue #05-02B/C,
Pixel Red
Singapore
(533941)
(Address
of principal executive offices)
Jian
He, Chief Executive Officer
51
Tai Seng Avenue
#05-02B/C,
Pixel Red
Singapore
(533941)
+65
6305
9667
(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Ordinary
Shares, par value $0.000067 per share
American
Depositary Shares, each representing two Ordinary Shares |
|
LITB |
|
New
York Stock Exchange |
Securities
registered or to be registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number
of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report: 226,569,381 ordinary
shares
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨
Yes x No
If this report is an
annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
¨
Yes x No
Indicate by check mark
whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
x
Yes ¨ No
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).
x
Yes ¨ No
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ |
|
Accelerated
filer ¨ |
|
Non-accelerated
filer x |
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 the extended transition period for complying with any new or revised financial accounting standards† provided pursuant
to Section 13(a) of the Exchange Act. ¨
†The term “new
or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ¨
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark
whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check
mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x |
|
International
Financial Reporting Standards as issued
by the International Accounting Standards Board ☐ |
|
Other
¨ |
If “Other”
has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected
to follow.
¨
Item 17 ¨ Item 18
If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act
of 1934).
¨
Yes x
No
(APPLICABLE ONLY
TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark
whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
¨
Yes ¨ No
Auditor Firm Id: 5395 |
Auditor Name: Marcum Asia CPAs LLP |
Auditor Location: New York, NY |
Auditor Firm Id: 1408 |
Auditor Name: Ernst & Young Hua Ming LLP |
Auditor Location: Shanghai, The People’s Republic of China |
EXPLANATORY NOTE
This Amendment No.1 on Form 20-F
(“Form 20-F/A”) is being filed to amend the annual report on Form 20-F for the fiscal year ended December 31,
2022, filed with the Securities and Exchange Commission on March 31, 2023 of LightInTheBox Holding Co., Ltd. (the “Company”,
“we”, “us”, “our” or “our company”). This Form 20-F/A is being filed to (i) make
a supplemental documentation submission in connection with the required disclosure under Item 16I(a) of Form 20-F, which has
been furnished as Exhibit 16.2 to this Form 20-F/A, and (ii) replace “ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS” in its entirety with the following:
ITEM
16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
On June 1, 2022, we were
conclusively identified by the SEC as a “Commission-Identified Issuer” under the HFCAA following the filing of our annual
report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor who conducted auditing for the fiscal year ended
December 31, 2020 and 2021, a registered public accounting firm that headquartered in mainland China, a jurisdiction where the PCAOB
was unable to inspect or investigate completely in 2021, issued an audit report for our fiscal year ended December 31, 2021. On
December 15, 2022, the PCAOB vacated its 2021 Determinations and removed mainland China and Hong Kong from the list of jurisdictions
where it was unable to inspect or investigate completely registered public accounting firms that has a branch or office located. As a
result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31,
2022 after we file our annual report on Form 20-F for such fiscal year.
As of the date of this annual
report:
| (i) | none
of the shares of our company or our consolidated foreign operating entities is owned by governmental
entities in the Cayman Islands, the Netherlands, the United States, Singapore, Hong Kong,
or mainland China; |
| (ii) | none of the governmental entities in Hong Kong or mainland China
have a controlling financial interest in us or any of our consolidated foreign operating
entities; |
| (iii) | based on the examination of the biographies
of, and the inquiries made with, all the directors of our company and our consolidated foreign
operating entities, none of the members of our board of directors or the board of directors
of our consolidated foreign operating entities is an official of the Chinese Communist Party;
and |
| (iv) | the currently effective memorandum and articles of association of
our company or equivalent organizing documents of our consolidated foreign operating entities
do not contain any charter of the Chinese Communist Party, including the text of any such
articles or organizing documents. |
Item 19. EXHIBITS
EXHIBIT INDEX
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
|
LightInTheBox Holding Co., Ltd. |
|
|
|
|
By: |
/s/
Jian He |
|
|
Name: |
Jian He |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
Date: January 8, 2024 |
|
|
Exhibit 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Jian He, certify that:
1. | I have reviewed this annual report on Form 20-F/A
of LightInTheBox Holding Co., Ltd.; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this annual report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented
in this annual report; |
4. | The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on
such evaluation; and |
| (d) | Disclosed in this annual report any change in the company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting; and |
5. | The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;
and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting. |
|
By: |
/s/
Jian He |
|
|
Name: Jian He |
|
|
Title: Chief Executive
Officer |
|
|
|
Date: January 8, 2024 |
|
|
Exhibit 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Yuanjun Ye, certify that:
1. | I have reviewed this annual report on Form 20-F/A
of LightInTheBox Holding Co., Ltd.; |
2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this annual report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented
in this annual report; |
4. | The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on
such evaluation; and |
| (d) | Disclosed in this annual report any change in the company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal
control over financial reporting; and |
5. | The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;
and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting. |
|
By: |
/s/
Yuanjun Ye |
|
|
Name: Yuanjun Ye |
|
|
Title: Chief Financial
Officer |
|
|
|
Date: January 8, 2024 |
|
|
Exhibit 13.1
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In
connection with the Annual Report of LightInTheBox Holding Co., Ltd. (the “Company”) on Form 20-F/A for the
year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Jian He, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
|
By: |
/s/
Jian He |
|
|
Name: Jian He |
|
|
Title: Chief Executive
Officer |
|
|
|
Date: January 8, 2024 |
|
|
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
In
connection with the Annual Report of LightInTheBox Holding Co., Ltd. (the “Company”) on Form 20-F/A for the
year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Yuanjun ye, chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
|
By: |
/s/
Yuanjun Ye |
|
|
Name: Yuanjun Ye |
|
|
Title: Chief Financial
Officer |
|
|
|
Date: January 8, 2024 |
|
|
Exhibit 16.2
Supplemental Submission Pursuant to Item 16I(a) of
Form 20-F
On
June 1, 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a
“Commission-Identified Issuer” pursuant to the HFCAA because it filed an annual report on Form 20-F for the year
ended December 31, 2021 with the SEC on March 31, 2022 with an audit report issued by Ernst & Young Hua Ming LLP (“EY”),
a registered public accounting firm retained by the Company, for the preparation of the audit report on the Company’s financial
statements included therein. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination
and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered
public accounting firms that has a branch or office located. For this reason, we do not expect to be identified as a Commission-Identified
Issuer under the HFCAA after we file the annual report on Form 20-F for the fiscal year ended December 31, 2022.
Based on the examination of
the Company’s register of members and the beneficial ownership schedules filed by its shareholders and other publicly available
information, to the Company’s knowledge, as of the date of this annual report, shareholders held 5% or more of the total outstanding
ordinary shares of the Company were Mr. Jian He, Mr. Zhentao Wang, Zall Entities (as defined below) and IDG Entities (as defined
below).
| (i) | Mr. Jian He and his affiliate entities, Conner Growth Holding Limited, Ezbuy Talents Holding Limited
and Itelite Holding Limited, together owned 15.2% of the Company’s total outstanding ordinary shares. Mr. Jian He is a natural
person not affiliated with any governmental entities. |
| (ii) | Mr. Zhentao Wang through his affiliate entity, AOGANG International (Hong Kong) Corporation Limited,
owned 10.83% of the Company’s total outstanding ordinary shares. Mr. Zhentao Wang is a natural person not affiliated with any
governmental entities. |
| (iii) | Zall Entities, Zall Development Investment Company Limited and Zall Development (HK) Holding Company Limited,
together owned 22.52% of the Company’s total outstanding ordinary shares, which is ultimately beneficially owned by Mr. Zhi
Yan. Mr. Zhi Yan is a natural person not affiliated with any governmental entities. |
| (iv) | IDG Entities, IDG China Venture Capital Fund IV L.P. and IDG China IV Investors L.P., together owned
5.37% of the Company’s total outstanding ordinary shares, which are limited partnerships ultimately managed by IDG China Venture
Capital Fund GP IV Associates Ltd., a company organized under the laws of the Cayman Islands. The directors of IDG China Venture Capital
Fund GP IV Associates Ltd. are Mr. Chi Sing Ho and Mr. Quan Zhou. Each of Mr. Chi Sing Ho and Mr. Quan Zhou is a natural
person not affiliated with any governmental entities. |
Therefore,
as of the date of this annual report, the Company was not owned or controlled by any governmental entity in the Cayman Islands,
where it is incorporated, or in Hong Kong or mainland China, where EY has a branch or office located.
v3.23.4
Cover - shares
|
12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Entity Addresses [Line Items] |
|
|
Document Type |
20-F/A
|
|
Amendment Flag |
false
|
|
Document Registration Statement |
false
|
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true
|
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Document Transition Report |
false
|
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Document Shell Company Report |
false
|
|
Document Period End Date |
Dec. 31, 2022
|
|
Document Fiscal Period Focus |
FY
|
|
Document Fiscal Year Focus |
2022
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-35942
|
|
Entity Registrant Name |
LightInTheBox
Holding Co., Ltd.
|
|
Entity Central Index Key |
0001523836
|
|
Entity Incorporation, State or Country Code |
E9
|
|
Entity Address, Address Line One |
51
Tai Seng Avenue
|
|
Entity Address, Address Line Two |
#05-02B/C,
Pixel Red
|
|
Entity Address, Country |
SG
|
|
Entity Address, Postal Zip Code |
533941
|
|
Entity Well-known Seasoned Issuer |
No
|
|
Entity Voluntary Filers |
No
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Emerging Growth Company |
false
|
|
Document Accounting Standard |
U.S. GAAP
|
|
Entity Shell Company |
false
|
|
Entity Common Stock, Shares Outstanding |
226,569,381
|
|
ICFR Auditor Attestation Flag |
false
|
|
Auditor Firm ID |
5395
|
1408
|
Auditor Name |
Marcum Asia CPAs LLP
|
Ernst & Young Hua Ming LLP
|
Auditor Location |
New York, NY
|
Shanghai, The People’s Republic of China
|
Common Stock [Member] |
|
|
Entity Addresses [Line Items] |
|
|
Title of 12(b) Security |
Ordinary
Shares, par value $0.000067 per share
|
|
Trading Symbol |
LITB
|
|
Security Exchange Name |
NYSE
|
|
American Depositary Shares, each representing two Ordinary Shares |
|
|
Entity Addresses [Line Items] |
|
|
Title of 12(b) Security |
American
Depositary Shares, each representing two Ordinary Shares
|
|
Business Contact [Member] |
|
|
Entity Addresses [Line Items] |
|
|
Entity Address, Address Line One |
51 Tai Seng Avenue
|
|
Entity Address, Address Line Two |
#05-02B/C, Pixel Red
|
|
Entity Address, Country |
SG
|
|
Entity Address, Postal Zip Code |
533941
|
|
City Area Code |
65
|
|
Local Phone Number |
6305
9667
|
|
Contact Personnel Name |
Jian
He
|
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