网红电商如涵IPO招股书（英文）-2019.3-264页_3mb

Ruhn Holding Limited Initial Public Offering Summary

Core Content

This document outlines the initial public offering (IPO) of Ruhn Holding Limited, a Cayman Islands-based company that facilitates the KOL (Key Opinion Leader) ecosystem in China. The IPO involves the issuance of 10,000,000 American Depositary Shares (ADSs), each representing five Class A ordinary shares. The offering is intended to be effective as soon as practicable after the registration statement becomes effective.

The company is an emerging growth company under U.S. federal securities laws and is eligible for reduced public company reporting requirements. The IPO is expected to be listed on the Nasdaq Global Market under the symbol "RUHN".

Main Points

• Offering Details:

  • Class A ordinary shares: 57,500,000 shares
  • ADSs: 10,000,000 ADSs
  • Initial Public Offering Price (per ADS): Between US$11.50 and US$13.50
  • Proposed Maximum Aggregate Offering Price: US$155,250,000
  • Registration Fee: US$18,816.30

• Underwriting and Over-Allotment:

  • Underwriters may purchase up to 1,500,000 additional ADSs to cover over-allotments.
  • Proceeds to the company: Not specified in detail in this section, but the company will not receive proceeds from the sale of ADSs by selling shareholders.

• Share Structure and Voting Rights:

  • Class A ordinary shares: 1 vote per share
  • Class B ordinary shares: 10 votes per share and convertible into Class A at any time
  • Founders' Ownership: FENG Min, SUN Lei (Ray), and SHEN Chao (Eric) will beneficially own 100% of the Class B shares, which will represent ~42.9% of total issued and outstanding shares and ~88.2% of voting power.

• KOL Ecosystem:

  • As of December 31, 2018, the company had 113 signed KOLs with 148.4 million fans.
  • GMV from KOL sales in fiscal years 2017, 2018, and first three quarters of 2019 were RMB1.2 billion, RMB2.0 billion, and RMB2.2 billion, respectively.
  • The company operates through a full-service model and a platform model, integrating KOLs with brands and e-commerce platforms.

• Market Opportunity:

  • The China internet KOL economy is growing at a CAGR of 181.5% from 2013 to 2017 and is expected to grow at 41.8% from 2017 to 2022.
  • Social e-commerce in China is expected to grow at 35.5% CAGR to RMB2,782.6 billion by 2022.
  • The KOL facilitator market in China is expected to grow at 38.9% CAGR to RMB200.9 billion by 2022.

• Competitive Strengths:

  • Leading market position and first-mover advantage
  • Strong brand recognition
  • Wide and growing KOL pool with a proven KOL grooming system
  • Highly engaged and loyal fan base
  • End-to-end e-commerce solutions with strong supply chain management
  • Scalable monetization channels
  • Commitment to data-driven technology
  • Strong visionary management team

• Strategies:

  • Continue expanding the KOL ecosystem through organic growth and potential acquisitions
  • Diversify and grow the KOL pool and improve fan engagement
  • Expand monetization channels and enhance monetization capabilities
  • Optimize cost structure to achieve profitability
  • Continue investing in technology, AI solutions, and big data analytics

• Challenges and Risks:

  • Maintaining and optimizing the KOL ecosystem
  • Limited operating history
  • Reliance on a limited number of top KOLs for a significant portion of GMV and revenue
  • Net losses in previous years and potential future losses
  • Difficulty in anticipating changes in consumer preferences
  • Attracting and retaining KOLs
  • Corporate structure risks, including potential conflicts of interest with shareholders of the variable interest entity (VIE)
  • Regulatory risks in China related to the KOL and e-commerce industries
  • Changes in PRC policies that could affect operations

• Corporate Structure:

  • The company was incorporated in the Cayman Islands in May 2018
  • Hangzhou Yihan Technology Co., Ltd. (WFOE) was established in September 2018 as an indirect subsidiary
  • Equity Restructuring occurred on October 4, 2018, where the company issued shares to founders and institutional investors to re-domicile the holding entity
  • The company maintains control over the VIE through contractual arrangements, not equity ownership

• Legal and Regulatory Information:

  • The offering is subject to Rule 415 for delayed or continuous sales
  • Regulation S applies to offers and sales outside the U.S.
  • Frost & Sullivan provided data on the KOL facilitator market, which is used in this prospectus

Key Information

• KOL Ecosystem: Ruhn is a key player in China's KOL economy, connecting KOLs with brands and e-commerce platforms.
• Market Growth: The KOL and e-commerce markets are expected to grow significantly in the coming years.
• Revenue Streams: The company has two revenue streams: product sales and KOL services.
• Financial Performance:
  • Product sales: RMB572.4 million in 2017, RMB912.5 million in 2018, and RMB755.9 million in the first three quarters of 2019
  • Service revenues: RMB5.5 million in 2017, RMB35.1 million in 2018, and RMB100.3 million in the first three quarters of 2019
• Net Losses:
  • RMB40.1 million in 2017
  • RMB90.0 million in 2018
  • RMB57.5 million in the first three quarters of 2019

Summary Table