生鲜服务平台乐活天下IPO招股书-201912_179页_2mb

报告摘要

Company Name: Loha Co. Ltd
Jurisdiction of Incorporation: Cayman Islands
Primary SIC Code: 5140
I.R.S. Employer Identification No.: Not Applicable
Principal Executive Offices:
- Address: Room 818, Yisibo Software Building, Haitian 2nd Road, Nanshan District, Shenzhen, Guangdong Province 518000, PRC
- Telephone: +86 755-33093707
Agent for Service of Process in the U.S.: Cogency Global Inc., 10 East 40th Street, 10th Floor, New York, N.Y. 10016
Legal Counsel:
- Copies to: Louis A. Bevilacqua, Esq. and Kevin (Qixiang) Sun, Esq. at Bevilacqua PLLC, Washington, DC
- Copies to: Barry I. Grossman, Esq. and Sarah E. Williams, Esq. at Ellenoff Grossman & Schole LLP, New York, NY
Registration Statement Effective Date: As soon as practicable after effectiveness
Preliminary Prospectus Date: [ ] 2019
Underwriter: Maxim Group LLC
Offering Status: Subject to completion, dated [ ] 2019
Securities Being Offered: Class A ordinary shares (par value $0.0001 per share) and underwriter warrants to purchase Class A ordinary shares
Total Proposed Maximum Aggregate Offering Price: $37,605,000
Registration Fee: $4,881.13

Class A Ordinary Shares: Being offered on a firm commitment basis. The number is [ ] (or [ ] if the over-allotment option is exercised in full).
Underwriter Warrants: Warrants to purchase 7.5% of the total number of Class A ordinary shares sold in the offering.
Exercise Price of Warrants: 120% of the offering price per share.
Warrant Exercise Period: Begins six (6) months after the closing of the offering and terminates five (5) years after the effective date of the registration statement.
Underwriting Discount and Commissions: 7.5% per share, payable to the underwriter.
Over-Allotment Option: The underwriter has a 45-day option to purchase up to an additional 15% of Class A ordinary shares at the offering price.

Corporate Structure:
- Loha Co. Ltd (Cayman Islands)
- Lohas BVI (British Virgin Islands)
- Lohas HK (Hong Kong)
- Lohas WFOE (PRC)
- Lohas Agricultural (PRC)
- Lohas Supply Chain (PRC)
Ownership Relationships:
- Loha Co. Ltd is a holding company for PRC operations.
- Lohas BVI holds all equity interests of Lohas HK.
- Lohas HK holds all equity interests of Lohas WFOE.
- Lohas Agricultural is a variable interest entity, and Lohas Supply Chain is its subsidiary.
- Loha Co. Ltd has contractual arrangements with Lohas Agricultural and its shareholders, allowing it to consolidate the financial results of Lohas Agricultural under U.S. GAAP.
Key Entities:
- Lohas Agricultural: A PRC variable interest entity, established on November 21, 2013.
- Lohas Supply Chain: A PRC subsidiary of Lohas Agricultural, established on May 28, 2014.
- Shenzhen Lohas: Previously owned Lohas Supply Chain, which was acquired by Lohas Agricultural on March 27, 2019.

Nature of Business: A technology-driven, comprehensive distributor and smart retailer of fresh and healthy products in China.
Core Philosophy: "Lohas" stands for Lifestyles of Health and Sustainability.
Product Offerings: Includes imported fruits, wild-harvested seafood, green vegetables, eggs, and nutritious dry goods.
Operations: Conducted through Lohas Agricultural and its subsidiary, Lohas Supply Chain.
Smart Retail Strategy: Utilizes smart micro marts (intelligent vending machines) in high-traffic areas like Shenzhen and Guangzhou.
Online Integration: Operates through a WeChat public account and a self-developed WeChat mini-program called "Lohas City."
Group Purchase Program: Offers a group buying platform to enhance customer reach.
Distribution Network: 102 overseas and 5 domestic suppliers in 16 countries.

Revenue Growth (Fiscal Years):
- FY 2017: ~$57.27 million
- FY 2018: ~$85.19 million (48.75% increase)
Net Income Growth (Fiscal Years):
- FY 2017: ~$5.14 million
- FY 2018: ~$8.78 million (70.70% increase)
Revenue Growth (Six Months):
- Q2 2018: ~$31.40 million
- Q2 2019: ~$44.92 million (43.08% increase)
Net Income Decrease (Six Months):
- Q2 2018: ~$3.10 million
- Q2 2019: ~$2.65 million (14.58% decrease), mainly due to increased purchase prices for imported fruits.

Disruption of significant supplier relationships.
Procurement cost fluctuations and product availability.
Potential health or safety concerns leading to product discontinuation or lawsuits.
Risks associated with control over Lohas Agricultural through contractual arrangements rather than equity ownership.
Risks of being an emerging growth company under the JOBS Act, including reduced financial reporting requirements.
As a foreign private issuer, Loha Co. Ltd is not subject to the same reporting requirements as U.S. domestic issuers.

Intends to list Class A ordinary shares on the Nasdaq Capital Market under the symbol "LOHA."
Submitted application for listing on the Nasdaq Capital Market.
Believes it will meet listing standards upon completion of the offering, but cannot guarantee listing.

Legal Counsel: Bevilacqua PLLC and Ellenoff Grossman & Schole LLP.
SEC Disclaimer: Neither the SEC nor any state securities commission has approved or disapproved the offering.
Forward-Looking Statements: Caution is advised as they involve risks and uncertainties.
No Public Market Prior to Offering: No public market for Class A or B shares existed before this offering.

Translation of Currency: Certain figures are translated into U.S. dollars for convenience.
Rounding Adjustments: Numerical figures in the prospectus may not be exact.
Website: http://www.lohas.sh/en (not part of the prospectus).
Offering Status: Preliminary, subject to completion.
Investor Consideration: The prospectus is not complete and should not be relied upon for investment decisions until the registration statement is effective.

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