Amended Statement of Ownership (sc 13g/a)
10 Febrero 2023 - 3:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities
Exchange Act of 1934
(Amendment No. 3 )*
ECMOHO Limited
(Name of Issuer)
Class A ordinary
shares, par value $0.00001 per share
(Title of Class of
Securities)
27888P104 **
(CUSIP Number)
December 31,
2022
(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)
x
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. |
| ** | This CUSIP number applies to the Issuer’s American
depositary shares, each representing four Class A ordinary shares. No CUSIP number has been assigned to the Class A ordinary
shares. |
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. 27888P104
| 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 |
| |
|
|
| |
|
21,780,416(1) |
| 6. |
|
Shared Voting Power |
| |
|
|
| |
|
None |
| 7. |
|
Sole Dispositive Power |
| |
|
|
| |
|
21,780,416(1) |
| 8. |
|
Shared Dispositive Power |
| |
|
|
| |
|
None |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person |
| |
| 21,780,416(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| 11. |
|
Percent of Class Represented by Amount in Row (9) |
| |
| 10.7%(2) |
| 12. |
|
Type of Reporting Person (See Instructions) |
| |
| CO |
| (1) |
Representing the 21,780,416 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. |
CUSIP No. 27888P104
| 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 |
| |
|
|
| |
|
21,780,416(1) |
| 6. |
|
Shared Voting Power |
| |
|
|
| |
|
None |
| 7. |
|
Sole Dispositive Power |
| |
|
|
| |
|
21,780,416(1) |
| 8. |
|
Shared Dispositive Power |
| |
|
|
| |
|
None |
| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person |
| |
| 21,780,416(1) |
| 10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| |
| 11. |
|
Percent of Class Represented by Amount in Row (9) |
| |
| 10.7%(2) |
| 12. |
|
Type of Reporting Person (See Instructions) |
| |
| IN |
| (1) |
Representing the 21,780,416 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. |
| Item 1(a). |
Name of Issuer: |
ECMOHO Limited
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
5th Floor, 909 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:
5th Floor,
909 Tianyaoqiao Road
Xuhui District
Shanghai,
200030
The People’s
Republic of China
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 holders thereof into Class A ordinary shares
on a one-for-one basis.
27888P104
| Item 3. |
Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
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 ordinary shares used to calculate the percentage of Class B ordinary shares beneficially owned by Uhealth Limited is 202,737,499, being the sum of (i) 143,381,883 Class A ordinary shares outstanding as of the date of this filling, and (ii) 59,355,616 Class B ordinary shares outstanding as of the date of this filing, in each case as provided by the Issuer. Each Class B ordinary share can be converted into one Class A ordinary share at the discretion of holders thereof. |
| |
(c) |
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. |
| 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.
Not applicable.
LIST OF EXHIBITS
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 10,
2023
| |
By: |
/s/ Qingchun Zeng |
| |
|
Name: Qingchun Zeng |
| |
UHEALTH LIMITED |
| |
|
|
| |
By: |
/s/ Qingchun Zeng |
| |
|
Name: Qingchun Zeng |
| |
|
Title: Director |
ECMOHO (NASDAQ:MOHO)
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