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:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-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
Liberal Rich 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
6,012,0001 | ||||
| 6. | Shared Voting Power
None | |||||
| 7. | Sole Dispositive Power
6,012,0001 | |||||
| 8. | Shared Dispositive Power
None | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,012,0001 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.5%2 | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| 1 | Represents the 6,012,000 Class A ordinary shares held of record by Liberal Rich Limited. Liberal Rich Limited is controlled by Xingmei Cui. |
| 2 | See Item 4. |
CUSIP No. G29213 108
| 1. | Names of Reporting Persons
Xingmei Cui | |||||
| 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
6,012,0003 | ||||
| 6. | Shared Voting Power
None | |||||
| 7. | Sole Dispositive Power
6,012,0003 | |||||
| 8. | Shared Dispositive Power
None | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,012,0003 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.5%4 | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| 3 | Represents the 6,012,000 Class A ordinary shares held of record by Liberal Rich Limited. Liberal Rich Limited is controlled by Xingmei Cui. |
| 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: |
Liberal Rich Limited
Xingmei Cui
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For Liberal Rich Limited:
Intershore Chambers, Road Town, Tortola
The British Virgin Islands
For Xingmei Cui:
3F, 1000 Tianyaoqiao Road
Xuhui District
Shanghai, 200030
The People’s Republic of China
| Item 2(c). | Citizenship: |
Liberal Rich Limited – The British Virgin Islands
Xingmei Cui – The People’s Republic of China
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.00001 per share.
| 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 Liberal Rich Limited is 63,567,099 Class A ordinary shares outstanding as of the date of this filling as provided by the Issuer. |
| (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. |
Liberal Rich Limited, controlled by Xingmei Cui, is the holder of record of the Class A ordinary shares beneficially owned by Xingmei Cui.
| 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 | 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/ Xingmei Cui | ||
| Xingmei Cui | ||
| LIBERAL RICH LIMITED | ||
| By: | /s/ Xingmei Cui | |
Name: Xingmei Cui | ||
Title: Director | ||
