According to the Complaint, Ruhnn describes itself as China’s largest key opinion leader (“KOL”) facilitator and largest KOL facilitator in China’s e-commerce market. So-called KOLs are essentially social media influencers, i.e., individuals who create content on social media platforms such as Facebook, YouTube, Tik Tok, and Instagram with the hope of garnering a large public following. As a purported KOL facilitator, Ruhnn contracts with social media influencers who are paid to promote, market, and advertise products and services to their fans and followers. Ruhnn claims to recruit, train, and manage KOLs and provide them with analytical support. The Company describes such activities as “incubating” KOLs. Ruhnn’s KOLs primarily market women’s apparel, cosmetics, shoes, handbags, and other fashion products on social media platforms popular in China, such as Miaopai, Tik Tok, and Kuaishou.
On March 6, 2019, the Company filed with the SEC a registration statement on Form F-1 for the the Company’s April 3, 2019 initial public offering, which, after several amendments, was declared effective on April 2, 2019. The Complaint alleges that the Registration Statement contained false and/or misleading statements and/or failed to disclose that: (1) at the time of the IPO, the number of Ruhnn’s online stores had declined by nearly 40%; (2) at the time of the IPO, the number of Ruhnn’s full-service Key Opinion Leaders had declined by nearly 44%; (3) as a result, the Company’s net revenues derived from its full-service segment had declined by 46% on a sequential basis; and (3) as a result, Defendants’ statements about Ruhnn’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.