网红电商如涵IPO招股书.pdf

g29g10g14g12g24g3g14g3g44g15g15g16g1Ag1Cg17g1Ag5Dg49g10g14g44g11g4Bg57g50g3g29g10g14g12g24g3g38g56g48g3g57g4Bg48g56g48g3g4Fg4Cg51g4Eg56g3g57g52g3g55g44g53g4Cg47g4Fg5Cg3g55g48g59g4Cg48g5Ag3g57g4Bg48g3g47g52g46g58g50g48g51g57g3g37g24g25g2Fg28g3g32g29g3g26g32g31g37g28g31g37g36g3g3g37g24g25g2Fg28g3g32g29g3g26g32g31g37g28g31g37g36g3g15g3Table of ContentsAs led with the Securities and Exchange Commission on March 22, 2019Registration No. 333-230082SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549Amendment No. 1 toForm F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933Ruhnn Holding Limited (Exact name of Registrant as specied in its charter)Cayman Islands (State or Other Jurisdiction ofIncorporation orOrganization)5961 (Primary Standard IndustrialClassication Code Number)Not Applicable (I.R.S. EmployerIdentication Number)4F, Building 1, Blue Collar Garment Industrial Park 7-1 North Hong Pu RoadYu Hang District, Hangzhou 311100 Peoples Republic of China +86-571-2882-5222(Address and Telephone Number of Registrants Principal Executive Ofces)Cogency Global Inc. 10 E. 40th Street, 10th Floor,New York, NY 10016 +800-221-0102 (Name, address and telephone number of agent for service)Chris Lin, Esq. Daniel Fertig, Esq.Simpson Thacher and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinaryshares are not convertible into Class B ordinary shares under any circumstances. FENG Min, SUN Lei (Ray) and SHEN Chao (Eric), our founders, will benecially own,in aggregate, 100% of our issued Class B ordinary shares. These Class B ordinary shares will constitute approximately 42.9% of our total issued and outstanding sharecapital and 88.2% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming theunderwriters do not exercise their over-allotment option.The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about , 2019.g3Prospectus dated , 2019.Per ADS TotalInitial public offering price US$ US$Underwriting discounts and commissions US$ US$Proceeds, before expenses, to us US$ US$Citigroup UBS Investment BankTable of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS This prospectus contains estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which weparticipate, that are based on industry publications and reports. This prospectus contains statistical data and estimates published by Frost & Sullivan, an independentresearch rm, for which we paid a fee and which we refer to in this prospectus as the Frost & Sullivan Report. This information involves a number of assumptions andlimitations, and you are cautioned not to give undue weight to these estimates. We have not independently veried the accuracy or completeness of the data contained inthese industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including thosedescribed in the “Risk Factors“ section. These and other factors could cause results to differ materially from those expressed in these publications and reports.No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writingprospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offerto sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The informationcontained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.iProspectus Summary 1 Risk Factors 18 Special Note Regarding Forward-Looking Statements 57 Use of Proceeds 58 Dividend Policy 59 Capitalization 60 Dilution 62 Exchange Rate Information 64 Enforcement of Civil Liabilities 65 Our History and Corporate Structure 67 Selected Combined and Consolidated Financial and Operating Data 73 Managements Discussion and Analysis of Financial Condition and Results of Operations 77 Industry Overview 101 Business 108 Regulation 132 Management 144 Principal and Selling Shareholders 152 Related Party Transactions 156 Description of Share Capital 157 Description of American Depositary Shares 168 Shares Eligible for Future Sale 180 Taxation 182 Underwriting 189 Expenses Related to this Offering 198 Legal Matters 199 Experts 199 Where You Can Find More Information 200 Index to Financial Information F-1 Table of ContentsNeither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any led free writingprospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possessionof this prospectus or any free writing prospectus led with the United States Securities and Exchange Commission, or SEC, must inform themselves about, and observeany restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any led free writing prospectus outside of the United States.Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in thisoffering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.iiTable of ContentsPROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the informationthat you should consider before investing in our ADSs. You should carefully read the entire prospectus, including “Risk Factors“ and the nancial statements,before making an investment decision.Overview We are the largest internet key opinion leader, or KOL, facilitator in China as measured by revenue in 2018 according to the Frost & Sullivan report. We arealso Chinas largest internet KOL facilitator in e-commerce as measured by GMV in 2018 and number of signed KOLs, fans and online stores as of December 31,2018 according to the same source. As of December 31, 2018, we had 113 signed KOLs with an aggregate of 148.4 million fans across major social mediaplatforms in China. Through our KOLs, we facilitated the sale of an aggregate GMV of RMB1.2 billion, RMB2.0 billion and RMB2.2 billion on various e-commerce platforms in scal years 2017 and 2018 and the rst three quarters of scal year 2019, respectively.KOLs, also known as inuencers, are individuals who have the power to engage and impact people within a specic community or eld, such as fashion,culture, entertainment and gaming, and internet KOLs are KOLs who have gained their popularity through the internet. Our founders were among the earliestentrepreneurs in China to identify and capture the commercial opportunities created by the emergence of internet KOLs in China according to the Frost & Sullivanreport and started to cooperate with KOLs in e-commerce in 2014. We created a KOL ecosystem in China by connecting a large number of KOLs and their fans tocreate a vast network and connecting this network to a large number of businesses, including brands, online retailers, designers, manufacturers and suppliers, basedon existing e-commerce and social media platforms in China, to create value for participants in the ecosystem.According to the Frost & Sullivan report, we pioneered the commercialization of the KOL ecosystem through a full-service model whereby we integrate keysteps of the e-commerce value chain, from product design and sourcing and online store operation to logistics and after sales services. Under this model, we ownand operate online stores on third-party e-commerce platforms, a majority of which are opened in the name of our KOLs, and generate revenue through online salesof our self-designed products to consumers, especially the fans of our KOLs social media accounts that we manage. We provide professional training and supportto our KOLs and help them develop distinctive characters, enhance popularity and grow their fan bases. We also set up different brands for different KOLs anddesign and produce branded products based on each KOLs distinctive character to cater to the tastes of different KOLs fan bases, while our KOLs endorse suchproducts in their social media spaces.As we established our “Ruhnn“ brand and attracted more talented KOLs, we launched our platform model in 2017 to provide KOL sales and advertisingservices to brands and other merchants. Under this model, we connect our KOLs with third-party online stores and merchants to promote products sold in third-party online stores or provide advertising services on KOLs social media spaces to third-party merchants. This new model allows us to operate in a more asset-lightmanner and collaborate with a greater number and variety of KOLs and brands.We pride ourselves on our ability to identify and cultivate a large number of promising internet KOLs in an efcient and sustainable manner. The exibility ofour business and revenue model also enables us to work with a diversied KOL pool, including KOLs with different fashion styles, personalities and fan bases, andserve the different needs of various types of businesses. The number of our KOLs increased from 62 as of March 31, 2017 to 83 as of March 31, 2018, and furtherto 113 as of December 31, 2018, including three top-tier KOLs each with annual GMV of above RMB100.0 million and seven established KOLs each with annualGMV of between RMB30.0 million and1Table of ContentsRMB100.0 million in the past twelve months. One of our KOLs is among the top ten fashion internet KOLs in China as measured by number of fans according tothe Frost & Sullivan report. As of December 31, 2018, we cooperated with 501 brands and 28 third-party online stores to promote their brands and productsto consumers.Our KOLs have a large, young, active and loyal fan base. The aggregate number of our KOLs fans increased from 52.1 million as of March 31, 2017 to148.4 million as of December 31, 2018, which primarily included 111.1 million on Weibo, 30.7 million on Weitao and 6.7 million on WeChat. As of December 31,2018, more than 80% of our KOLs fans were millennials and more than 78% of them were female, fashion pursuers and frequent online shoppers. The interactionsbetween our KOLs and their fans enable them to learn more about our products, which we believe have signicantly increased the likelihood of their fans placingorders with us. We believe our KOLs fans are also loyal customers and have strong emotional bonds with our KOL brands. Approximately 38% and 39% ofcustomers of our online stores made two or more purchases with us in scal year 2018 and the rst three quarters of scal year 2019, respectively. As we launchedour platform model, we believe our KOLs fan bases also help brands and third-party online retailers that use our KOL sales and advertising services to moreeffectively market and sell their products.We have utilized the latest technology to improve our operations and maintain competitiveness. We rely on data analysis and innovative technology to help ourKOLs produce engaging content and more effectively interact with their fans to increase their popularity. We have also invested in companies that develop AIsolutions relevant to our business, such as DeepFashion and Smart Fabric Detection, and implemented big data analytics to optimize our business and operation.We have two revenue streams. Revenues from our product sales through full-service model increased by 59.4% from RMB572.4 million for scal year 2017 toRMB912.5 million (US$132.7 million) for scal year 2018, and increased by 3.8% from RMB728.1 million for the rst three quarters of scal year 2018 toRMB755.9 million (US$109.9 million) for the rst three quarters of scal year 2019. Revenues from our services through platform model increased byapproximately 5.4 times from RMB5.5 million for scal year 2017 to RMB35.1 million (US$5.1 million) for scal year 2018, and increased by approximately 3.4times from RMB23.0 million for the rst three quarters of scal year 2018 to RMB100.3 million (US$14.6 million) for the rst three quarters of scal year 2019.We continue prioritizing our investment in growth and incurred a net loss of RMB40.1 million for scal year 2017 and RMB90.0 million (US$13.1 million) forscal year 2018, and a net loss of RMB26.1 million for the rst three quarters of scal year 2018 and RMB57.5 million (US$8.4 million) for the rst three quartersof scal year 2019.Our KOL Ecosystem With the emergence of KOL economy, a new ecosystem centered around KOLs has formed and changed the manner in which businesses are connected toconsumers. It is also transforming the online retail industry in China. As the largest China internet KOL facilitator in e-commerce, we help connect a large numberof KOLs and their fans to create a vast network and connect this network to a large number of businesses, including brands, online retailers, designers,manufacturers and suppliers to2Table of Contentscreate value for participants in the ecosystem. The diagram below illustrates the interactions among the key participants in the ecosystem:Our rst-mover advantage in the KOL ecosystem enables us to partner with players in the new retail industry, integrating online, ofine, supply chain anddata. In the KOL ecosystem, KOLs replace traditional sales and marketing channels and enable two-way communication between businesses and consumers. Basedon a deep understanding of the social relationship between KOLs and their fans, we are able to identify potential consumers, stimulate consumer needs and turnconsumers into brand ambassadors who effectively co-create a brand with the respective KOLs. Moreover, we have developed a business model that brings onlineretail into a new era whereby consumers tell businesses what to produce and sell and businesses anticipate demand before production.Our Market Opportunity Chinas internet KOL economy, which refers to all activities relating to the monetization of the KOLs inuence and impact on their fans, grew at a CAGR of181.5% from 2013 to 2017. Driven by the evolvement of consumption habits, development of We-media, increase of digital marketing expenditure by brandowners and improvement