生鲜服务平台乐活天下IPO招股书（英文）179页_2mb

LOHA CO. LTD Registration Statement Summary

Core Content

LOHA CO. LTD is a Cayman Islands company that operates as a technology-driven distributor and smart retailer of fresh and healthy products in China. The company is focused on health and sustainability, with a unique business model that includes both online and offline retail solutions.

Main Points

• Company Overview

  • LOHA is a comprehensive distributor and smart retailer of fresh and healthy products, emphasizing the "Lohas" philosophy (Lifestyles of Health and Sustainability).
  • It has 102 overseas and 5 domestic suppliers across 16 countries.
  • Offers products such as imported fruits, wild-harvested seafood, green vegetables, eggs, and nutritious dry goods.
  • Operates through smart micro marts, online WeChat platforms, and temperature-controlled logistics.

• Business Growth

  • Revenue grew from approximately $57.27 million in fiscal 2017 to $85.19 million in fiscal 2018, an increase of 48.75%.
  • Net income increased from $5.14 million in fiscal 2017 to $8.78 million in fiscal 2018, a 70.70% increase.
  • Revenue increased by 43.08% from $31.40 million in the six months ended March 31, 2018, to $44.92 million in the six months ended March 31, 2019, while net income decreased by 14.58% due to rising costs of imported fruits.

• Offering Structure

  • This is an initial public offering (IPO) of Class A ordinary shares, with the offering price to be determined.
  • The underwriter has an over-allotment option to purchase up to 15% more shares within 45 days of the offering.
  • The underwriter will also receive warrants to purchase 7.5% of the total shares offered, exercisable after 6 months and expiring 5 years after the effective date of the registration statement.

• Registration Fee

  • Total proposed maximum aggregate offering price is $37,605,000.
  • The registration fee is $4,881.13.

• Legal and Regulatory Information

  • The company is incorporated in the Cayman Islands, with its principal executive offices in Shenzhen, China.
  • The agent for service of process in the U.S. is Cogency Global Inc., located in New York.
  • The offering is subject to the rules of the Nasdaq Capital Market or NYSE American, though there is no guarantee of listing.

• Corporate Structure

  • LOHA is a holding company for its PRC operations.
  • It has a multi-tiered structure: Lohas BVI (British Virgin Islands), Lohas HK (Hong Kong), Lohas WFOE (PRC), Lohas Agricultural (variable interest entity), and Lohas Supply Chain (a subsidiary of Lohas Agricultural).
  • The company's financial statements are consolidated under U.S. GAAP, and it is considered the primary beneficiary of Lohas Agricultural due to contractual arrangements.

• Corporate Governance and Reporting

  • LOHA is an "emerging growth company" under the JOBS Act, allowing it to benefit from reduced public company reporting requirements.
  • It may qualify as a "controlled company" under Nasdaq or NYSE rules but does not intend to use the associated exemptions.
  • As a foreign private issuer, it is not subject to the same reporting obligations as U.S. domestic issuers.

Key Information

• Offering Details

  • Shares offered: [ ] Class A ordinary shares (or [ ] if over-allotment is exercised).
  • Offering price: $[ ] per share (not yet determined).
  • Total shares outstanding before offering: 35,744,546 Class A and 19,000,000 Class B ordinary shares.
  • Class B shares are convertible into Class A on a 1:1 basis and have 5 votes per share.

• Underwriting

  • Underwriter: Maxim Group LLC.
  • Underwriting discount: 7.5% per share.
  • Warrants: 7.5% of the total shares offered, with an exercise price of 120% of the offering price.
  • Warrants are exercisable 6 months after the offering and expire 5 years from the effective date of the registration statement.

• Risks and Challenges

  • Risks include disruptions in supplier relationships, rising procurement costs, and concerns about product safety.
  • The company may also face challenges in controlling its variable interest entity, Lohas Agricultural, through contractual arrangements rather than equity ownership.

• Financial and Accounting Considerations

  • Financial statements are prepared under U.S. GAAP and may not be comparable to companies that follow new or revised accounting standards.
  • LOHA may remain an emerging growth company until it meets certain revenue, debt, or market capitalization thresholds.

• Disclaimer

  • The Securities and Exchange Commission (SEC) and state securities commissions have not approved or disapproved the offering or the accuracy of this prospectus.
  • The information in this prospectus is accurate only as of the date of the document and may not be updated.

Summary of Key Sections

• Prospectus Summary

  • Provides an overview of the company, its business, and the offering.

• Risk Factors

  • Discusses the risks associated with investing in LOHA, including operational, market, and regulatory risks.

• Use of Proceeds

  • Details how the funds from the offering will be used to expand operations and develop the smart retail business.

• Capitalization

  • Explains the company’s capital structure and the effect of the offering on its equity.

• Selected Consolidated Financial Data

  • Presents key financial figures for the past few years, including revenue and net income.

• Underwriting

  • Describes the underwriting agreement, including the underwriting discount, warrants, and the over-allotment option.

• Legal Matters

  • Covers the legal aspects of the offering and the company's compliance with securities laws.

• Where You Can Find More Information

  • Lists the sources of additional information about the company and the offering.