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)
| * | The remainder of this cover page shall be filled out for a reporting person’s 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. |
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
| 1. | Names of Reporting Persons
Uhealth Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
37,575,2001 | ||||
| 6. | Shared Voting Power
None | |||||
| 7. | Sole Dispositive Power
37,575,2001 | |||||
| 8. | Shared Dispositive Power
None | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
37,575,2001 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
37.2%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| 1 | Represents the 37,575,200 Class B ordinary shares held of record by Uhealth Limited, all of which can be converted into an equal number of Class A ordinary shares at the discretion of Uhealth Limited. Uhealth Limited is wholly owned by Qingchun Zeng. |
| 2 | See Item 4. |
CUSIP No. G29213 108
| 1. | Names of Reporting Persons
Qingchun Zeng | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) a. ☐ b. ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
The People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power
37,575,2003 | ||||
| 6. | Shared Voting Power
None | |||||
| 7. | Sole Dispositive Power
37,575,2003 | |||||
| 8. | Shared Dispositive Power
None | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
37,575,2003 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
37.2%4 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 3 | Represents the 37,575,200 Class B ordinary shares held of record by Uhealth Limited, all of which can be converted into an equal number of Class A ordinary shares at the discretion of Uhealth Limited. Uhealth Limited is wholly owned by Qingchun Zeng. |
| 4 | See Item 4. |
| Item 1(a). | Name of Issuer: |
ECMOHO Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3F, 1000 Tianyaoqiao Road
Xuhui District
Shanghai, 200030
The People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Uhealth Limited
Qingchun Zeng
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For Uhealth Limited:
c/o Sertus Incorporations (BVI) Limited Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town, Tortola
The British Virgin Islands
For Qingchun Zeng:
3F, 1000 Tianyaoqiao Road
Xuhui District
Shanghai, 200030
The People’s Republic of China
| Item 2(c). | Citizenship: |
Uhealth Limited – The British Virgin Islands
Qingchun Zeng – The People’s Republic of China
| Item 2(d). | Title of Class of Securities: |
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.
| Item 2(e). | CUSIP Number: |
G29213 108
| Item 3. | Statement Filed Pursuant to Rule13d-1(b) or13d-2(b) or (c): |
Not applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | 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. |
| (b) | 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 Uhealth 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 Uhealth Limited, all of which can be converted into an equal number of Class A ordinary shares at the discretion of Uhealth Limited. |
| (c) | The information required by Items 4(c) is set forth in Rows5-8 of the cover page for each Reporting Person and is incorporated herein by reference. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Uhealth Limited, wholly owned by Qingchun Zeng, is the holder of record of the Class B ordinary shares beneficially owned by Qingchun Zeng.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
LIST OF EXHIBITS
Exhibit No. | Description | |
| A | Joint Filing Agreement | |
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
| /s/ Qingchun Zeng | ||
| Qingchun Zeng |
| UHEALTH LIMITED | ||
| By: | /s/ Qingchun Zeng | |
| Name: Qingchun Zeng | ||
| Title: Director | ||
