UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K/A

Amendment No. 1

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2020

 

(Commission File No. 001-39121)

 

 

 

ECMOHO LIMITED

(Translation of registrant's name into English)

 

 

3rd Floor

1000 Tianyaoqiao Road

Xuhui District, Shanghai 200030

People’s Republic of China

+86-21-6113-2270

 

(Address of Principal Executive Office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]      Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 6-K (Commission File No. 001-39121) of ECMOHO Limited dated November 6, 2020 is being filed solely for the purpose of correcting some clerical errors.

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit 99.1 -Notice of 2020 Annual General Meeting of Shareholders (the “2020 AGM”)
   
Exhibit 99.2 -Proxy Statement for the 2020 AGM
   
Exhibit 99.3 -Form of Proxy for the 2020 AGM
   
Exhibit 99.4 -Depositary’s Notice of the 2020 AGM
   
Exhibit 99.5 -Voting Instructions of American Depositary Shares for the 2020 AGM

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

 

  ECMOHO Limited
  By Order of the Board of Directors,
     
  /s/ Ms. Zoe Wang  
  Chief Executive Officer
  Chairman of the Board

 

 

 

Date: November 9, 2020

 

 

 

 

 

Exhibit 99.1

 

ECMOHO LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 11, 2020

 

Notice is hereby given that ECMOHO Limited, a Cayman Islands company (the “Company” or “we”), will hold its annual general meeting of shareholders on December 11th, 2020, at 10:00 A.M., Beijing Time (“AGM”). The AGM will be held at 2/F, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China, to consider and, if thought fit, to pass, the following resolutions:

Proposal 1: As an ordinary resolution, THAT the nomination of Zoe Wang, Leo Zeng, Greg Ye, Rachel Sang, Daniel Wang as Directors of the Board be ratified, confirmed, approved and adopted.

Proposal 2: As an ordinary resolution, THAT the appointment of the independent auditor Friedman LLP for the fiscal year ending December 31, 2020 be ratified, confirmed, approved and adopted.

You can find more information about each of these items in the attached proxy statement. Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of members at the close of business on November 6, 2020, New York time, can vote at the Annual General Meeting or at any adjournment that may take place.  

If you are a holder of American Depositary Shares (ADS) you cannot attend and vote at the Annual General Meeting. However, if you are a holder of ADSs as of COB (NY time) on November 6, 2020 (the ADS Record Date) and you wish to direct Citibank, N.A., in its capacity as ADS Depositary, to vote the Class A Ordinary Shares represented by your ADSs, you or your agent(s) need to deliver a properly completed, dated and signed ADS Voting Instructions Card to Citibank, N.A., in its capacity as ADS Depositary, prior to 10:00 am, New York City time on December 4th, 2020. Citibank, N.A, in its capacity as ADS Depositary, will distribute to holders of ADSs as of the ADS Record Date directions on how to complete and deliver ADS Voting Instructions Cards.

 

 

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

 

We cordially invite all holders of Ordinary Shares to attend the Annual General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy needs not be a shareholder of the Company. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy. If you are a holder of Ordinary Shares and whether or not you expect to attend the Annual General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Annual General Meeting. If you send in your form of proxy and then decide to attend the Annual General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Investor Relations Department, ECMOHO Ltd., 3/F, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China, and must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof. (This notice of the Annual General Meeting of Shareholders and the attached proxy statement are also available through our website at https://ir.ecmoho.com)

   
  By Order of the Board of Directors,
   
  /s/ Ms. Zoe Wang
  Zoe Wang
  Chief Executive Officer
  Chairwoman of the Board
   
   
  Date:  November 6, 2020

 

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

Exhibit 99.2

 

ECMOHO LIMITED

PROXY STATEMENT

 

General

The board of directors of ECMOHO Limited., a Cayman Islands company (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on December 11th, 2020, at 10:00 A.M., Beijing Time (“AGM”). The AGM will be held at 2nd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China.

Record Date, Share Ownership and Quorum

Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of business on November 6, 2020, New York time, are entitled to vote at the Annual General Meeting.  As of November 2, 2020, 68,343,407 of our Class A Ordinary Shares, par value US$0.00001 per share, and 72,374,092 of our Class B Ordinary Shares, par value US$0.00001 per share, were issued and outstanding. As of November 6, 2020, approximately 50,605,596 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”).  One or more holders of Ordinary Shares which represent, in aggregate, not less than a majority of the votes attaching to all issued and outstanding Ordinary Shares and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes. 

Voting and Solicitation

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Annual General Meeting, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at the Annual General Meeting. Except as required by applicable law and subject to the terms and conditions of the Memorandum and Articles of Association, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Annual General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to ratify the appointment of the Company’s independent auditor, subject to the aforementioned limitations on the votes of the holders of Class B Ordinary Shares. In computing the majority, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.

Voting by Holders of Ordinary Shares

Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person or by completing, dating, signing and returning the enclosed Form of Proxy for the Annual General Meeting to the attention of Investor Relations Department, ECMOHO Ltd, 3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China. The Form of Proxy for the Annual General Meeting must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof. 

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against the ratification of the appointment of the independent auditor. Broker non-votes will have the same effect as a vote against the ratification of the appointment of the independent auditor.

Please refer to this proxy statement for information related to the proposals.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

Voting by Holders of ADSs

Citibank, N.A., as depositary of the ADSs (the Depositary), has advised us that it intends to distribute to all record owners of ADSs as of COB (New York City time) on November 6, 2020 (the ADS Record Date) a Depositary Notice (including this Proxy Statement and the accompanying Notice of Annual General Meeting of Shareholders) and an ADS Voting Instructions Card. Upon delivery by a holder of record of ADSs as of the ADS Record Date of a properly completed, dated and signed ADS Voting Instructions Card to the Depositary prior to 10:00 am, New York City time on December 4th, 2020, the Depositary will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares represented by such ADSs in accordance with the instructions set forth in such ADS Voting Instructions Card. As the holder of all the Class A Ordinary Shares represented by all of our ADSs, only the Depositary may vote those Class A Ordinary Shares at the Annual General Meeting.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of ECMOHO Ltd., if you hold our Ordinary Shares, or to Citibank, N.A. if you hold ADSs representing our Class A Ordinary Shares.

PROPOSAL 1:

ELECTION OF DIRECTORS

Pursuant to the Company’s Memorandum and Articles of Association currently in effect, the Company’s nominating and corporate governance committee has nominated Zoe Wang, Leo Zeng, Greg Ye, Rachel Sang, Daniel Wang for election as directors of the Company.

Pursuant to Company’s Memorandum and Articles of Association currently in effect, our directors are not subject to a term of office and hold office until their resignation, death or removal in accordance thereof. A director will be removed from office if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; or (iii) is prohibited by any applicable law or designated stock exchange rules from being a director.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

Our directors may be appointed, in the event of filling a vacancy or adding any director to the existing board, by the affirmative vote of a majority of the directors then in office or the sole remaining director, or by the affirmative vote of at least a majority of the total voting power of the outstanding shares of our company entitled to vote in any annual election of directors or class of directors, voting together as a single class.  In other circumstances, our directors may be appointed by our shareholders through ordinary resolutions.

Information relating to the director nominees is set forth below.

Name

  Age   Position
Zoe Wang   39   Co-Founder, Chairman & Chief Executive Officer, Director
Leo Zeng   43   Co-Founder & Chief Operating Officer, Director
Greg Ye   50   Director
Rachel Sang   41   Director
Daniel Wang   32   General Manager – New Business, Director

Zoe Wang currently serves as our Chairman and Chief Executive Officer. Prior to taking on this role, Ms. Wang had 18 years’ experience in marketing and e-commerce retail management with companies such as Shanghai Pingchengjingjie Advertising Co. Ltd. and Shanghai Yiheng Advertising Co. Ltd. Ms. Wang holds an associate degree in traditional Chinese medicine from Wuhu College of Traditional Chinese Medicine and a business qualification from Changjiang Business School. Ms. Wang is the spouse of Mr. Leo Zeng and the sister of Mr. Daniel Wang.

Leo Zeng currently serves as our Chief Operating Officer. Mr. Zeng has extensive experience in sales and marketing over 15 years in multiple industries. Mr. Zeng also has broad managerial skills, gained from his time as a co-founder and general manager of Hydrotech Marine & Offshore Technology Co. Ltd. Mr. Zeng holds a bachelor of marine engineering management degree from Dalian Maritime University, and a master of business administration degree from Fudan University. Mr. Zeng is the spouse of Ms. Zoe Wang and the brother-in-law of Mr. Daniel Wang.

Greg Ye currently serves as a Non-Executive Director on our board of directors. Mr. Ye brings almost 20 years of experience in private equity, executive management, start-up and consulting to our board of directors and is one of the founders and the managing partner of Delta Capital, a position he has held since 2010. Mr. Ye also previously held managerial or executive roles at Shanghai New Margin Ventures Co. Ltd, Cadence Design Systems, Inc. and PricewaterhouseCoopers. Mr. Ye holds a bachelor degree in electrical engineering and industrial engineering from Shanghai Jiaotong University, a master of accounting degree from Missouri State University and a master of business administration degree from Harvard Business School. In addition, Mr. Ye is a U.S. Certified Public Accountant and Certified Management Accountant.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

Dr. Rachel Sang currently serves as a Non-Executive Director on our board of directors. Dr. Sang is currently a partner at the CID Group Ltd. where she is responsible for the CID Research Institute and investments in mainland China and focusses on sectors such as e-commerce and healthcare. Prior to becoming a partner, Dr. Sang served as a Vice President and Director at the CID Group Ltd. Dr. Sang holds a bachelor of science degree in international trade from Zhengzhou University, a master of science degree in economics from Zhengzhou University, and a Ph.D. in management from Shanghai Jiaotong University.

Daniel Wang currently serves as our General Manager – New Business. Mr. Wang has served in various leadership roles since our beginning. He is currently in charge of our health supplements and food division, household healthcare equipment division, global business development and the management of new business. Mr. Wang has over nine years of experience in e-commerce and retail operations, and over seven years of experience in e-commerce management. Mr. Wang holds a bachelor degree in engineering management from Tongling University.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED NOMINEES.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF FRIEDMAN LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY

The Company’s audit committee proposes to ratify and approve the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

In the event the holders of Ordinary Shares fail to ratify the appointment, the audit committee will reconsider the appointment. Even if the appointment is ratified, the audit committee, in its discretion, may direct the appointment of different independent auditors at any time during the year if the audit committee determines that such a change would be in the Company’s and its shareholders’ best interests.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

OTHER MATTERS

We know of no other matters to be submitted to the Annual General Meeting. If any other matters properly come before the Annual General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend. 

 

  By Order of the Board of Directors,
   
  /s/  Ms. Zoe Wang
  Zoe Wang
  Chief Executive Officer
  Chairwoman of the Board
   
   
  Date:  November 6, 2020

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

Exhibit 99.3

 

ECMOHO LIMITED 
(incorporated in the Cayman Islands with limited liability) 

 

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING 
to be held on December 11, 2020
(or any adjourned or postponed meeting thereof)

 

I/we, the undersigned acknowledges receipt of the Notice of Annual General Meeting of Shareholders and Proxy Statement and, being the registered holder of ________________ Class A Ordinary Shares1, par value US$0.00001 per share, and ________________ Class B Ordinary Shares2, par value US$0.00001 per share (together with Class A Ordinary Shares, “Ordinary Shares”), of ECMOHO Ltd. (the “Company”), hereby appoint Mr. Leo Zeng, the Acting Secretary of the Company or (Name)                                                                                  of (Address)                                                                                                          as my/our proxy to attend and act for me/us at the Annual General Meeting3 (or at any adjournment or postponement thereof) of the Company to be held at 10:00 a.m., local time, on December 11, 2020 at the Company’s corporate office located at 2nd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China.

 

My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below:

 

    For   Against   Abstain
Proposal 1: As an ordinary resolution, THAT the nomination of the following as Directors of the Board be ratified, confirmed, approved and adopted.            
Zoe Wang      
Leo Zeng      
Greg Ye      
Rachel Sang      
Daniel Wang      
             
Proposal 2: As an ordinary resolution, THAT the appointment of the independent auditor Friedman LLP for the fiscal year ending December 31st 2020 be ratified, confirmed, approved and adopted.      
             

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

1 Please insert the number of Class A Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2 Please insert the number of Class B Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3 If any proxy other than the Acting Secretary of the Company is preferred, strike out the words “Mr. Leo Zeng, the Acting Secretary of the Company or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a shareholder. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy. If you are the holder of two or more Ordinary Shares, you may appoint more than one proxy to represent you and vote on your behalf at the Annual General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

Dated_________________, 2020
Signature(s) __________________
Name of Signatory ___________________
Name of Shareholder ____________________

Notes:

1. Only the holders of record of the Class A Ordinary Shares or Class B Ordinary Shares of the Company at the close of business on November 6, 2020, New York time, should use this form of proxy.

2. Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from voting at his/her discretion. If any other matter properly comes before the Annual General Meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion.

3. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. In the case of joint holders, all holders must sign.

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

 

5. This form of proxy and any authority under which it is executed (or a notarized and/or duly certified copy of such authority) must be returned to the attention of Investor Relations Department, ECMOHO Ltd., 3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China no later than the time for holding the Annual General Meeting or any adjournment thereof.

6. Completion and return of the form of proxy will not prevent you from attending and voting in person at the Annual General Meeting.

 

 

 

3rd Floor, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China

Telephone: +86-21-6113-2270

 

Exhibit 99.4

 

ADSs: American Depositary Shares. ADS CUSIP No.: 27888P104. ADS Record Date: November 6, 2020. Meeting Specifics: Annual General Meeting to be held on Friday, December 11, 2020 at 10:00 a.m. (local time) at 2/F, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China (the “ Meeting ”). Meeting Agenda: Please refer to the Company’s Notice of Annual General Meeting and other relevant documents on the Company’s website: https://ir.ecmoho.com . ADS Voting Deadline: On or before 10:00 A.M. (New York City time) on December 4, 2020. Deposited Securities: Class A ordinary shares, par value US$0.00001 per share (the “ Shares ”), of ECMOHO Limited, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (the “ Company ”). ADS Ratio: Four (4) Shares to one (1) ADS. Depositary: Citibank, N.A. Custodian of Deposited Securities: Citibank, N.A. - Hong Kong. Deposit Agreement: Deposit Agreement, dated as of November 13, 2019, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs issued thereunder. To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (New York City time) on December 4, 2020 . Time Sensitive Materials Depositary’s Notice of Annual General Meeting of ECMOHO Limited

 

 

The Company has announced that the Meeting will be held at the date and time and in the manner identified above. For a copy of the Notice of Annual General Meeting and other relevant documents can be retrieved at the Company’s website: https://ir.ecmoho.com . The information with respect to the Meeting and the ADS Voting Instructions contained herein and in any related materials may change after the date hereof as a result of a change in circumstances ( e.g., an adjournment or can - cellation of the Meeting, and change in manner of holding the Meeting). The Company intends to announce any changes and updates only on its website https://ir.ecmoho.com . We encourage you to check the referenced Company website for any updates to the information with respect to the Meeting and the ADS Voting Instructions as it is not expected that any addi - tional information will be distributed to you via mail or email. The enclosed materials are provided to allow you to vote at the Meeting. The Company has requested the Depositary to provide you with instructions on the voting process. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner speci - fied by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such vot - ing instructions timely received from Holders of ADSs. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affect - ed. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4.10 of the Deposit Agreement). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. The information enclosed herewith with respect to the Meeting has been provided by the Company. Citibank, N.A. is for - warding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy or completeness of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below. If you have any questions concerning the enclosed material or if you need further explanation of the matters covered therein, please call Citibank, N.A. - ADR Shareholder Services toll - free at 877 - CITI - ADR (877 - 248 - 4237). Citibank, N.A., as Depositary

 

 

 

Exhibit 99.5

 

Annual General Meeting ECMOHO Limited (the “ Company ”) 27888P104. November 6, 2020. Annual General Meeting to be held on Friday, December 11, 2020 at 10:00 a.m. (local time) 2/F, 1000 Tianyaoqiao Road, Xuhui District, Shanghai 200030, People’s Republic of China (the “ Meeting ”). Please refer to the Company’s Notice of Annual General Meeting and other relevant documents on the Company’s website: https://ir.ecmoho.com . Citibank, N.A. Deposit Agreement, dated as of November 13, 2019. Class A ordinary shares, par value US$0.00001 per share, of the Company. Citibank, N.A. - Hong Kong. CUSIP No.: ADS Record Date: Meeting Specifics: Meeting Agenda: Depositary: Deposit Agreement: Deposited Securities: Custodian: The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement (“ADSs”) and identified above, acknowledges receipt of a copy of the Depositary’s Notice of Annual General Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof . All capitalized terms not defined herein shall have the meaning given to such term in the Deposit Agreement . The information with respect to the Meeting and the ADS Voting Instructions contained herein and in any related materials may change after the date hereof as a result of a change in circumstances ( e . g . , an adjournment or cancellation of the Meeting, and change in manner of holding the Meeting) . The Company intends to announce any changes and updates only on its website https : //ir . ecmoho . com . We encourage you to check the referenced Company website for any updates to the information with respect to the Meeting and the ADS Voting Instructions as it is not expected that any additional information will be distributed to you via mail or email . Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities . Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions timely received from Holders of ADSs . If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities ; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected . Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in Section 4 . 10 of the Deposit Agreement) . Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement . If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions . Please indicate on the reverse side hereof how the Deposited Securities are to be voted . The Voting Instructions must be marked, signed and returned on time in order to be counted . By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein . The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on December 4, 2020 for action to be taken. 2020 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES

 

 

B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. If this Voting Instructions Card is signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue. If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” voting instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. A Voting Instructions Card executed by a corporation should be in the full name of a duly authorized officer with full title as such. Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy) Resolutions For Against Abstain Resolution 1a. Resolution 1 b . Resolution 1 c . Resolution 1 d . Resolution 1 e . Resolution 2 A Issues ECMOHO Limited RESOLUTIONS Proposal 1: As an ordinary resolution, THAT the nomination of the following as Directors of the Board be ratified, confirmed, approved and adopted. a. b. c. d. e. Zoe Wang Leo Zeng Greg Ye Rachel Sang Daniel Wang Proposal 2: As an ordinary resolution, THAT the appointment of the independent auditor Friedman LLP for the fiscal year ending December 31st 2020 be ratified, confirmed, approved and adopted. The Board of Directors recommends a FOR vote for all resolutions .