厦门一品威客更新招股说明书,拟在美国纳斯达克IPO上市

厦门一品威客更新招股说明书,拟在美国纳斯达克IPO上市

牵手 融e邦,资本运作很简单。2023年5月17日,来自福建厦门的厦门一品威客网络科技股份有限公司的实质控股股东EPWK HOLDINGS LTD.(以下简称“一品威客”)在美国证监会(SEC)公开披露招股书,股票代码EPWK,拟在美国纳斯达克IPO上市。其与2022年8月12日在美国SEC秘密递表。

招股说明书地址:https://www.sec.gov/Archives/edgar/data/1900720/000157587223000773/vc015_f1a.htm

据悉 一品威客网(简称一品威客)成立于2010年7月1日,总部位于福建 厦门 ,是一个 电子商务交易平台 ,基于网络、面向中国千万级中小企业和供应商提供创意交易服务,致力于打造一个非 实物产品 诚信买卖的“阿里巴巴”。 让企业主 ,通过便捷的方式,得到专业、省时、省心的产品,服务商凭借知识、技能和智慧,足不出户,低碳环保,绿色工作,赚取真金白银,创新创业就业,是一品威客网创办的初衷。

业务概述

我们的使命是在服务供应和需求两方面为用户增加价值。我们创建了一个创新高效的云采购平台,将企业与优秀人才联系起来。根据F&S报告,我们运营着第二大在线市场,以GMV衡量,使企业(买家)和服务提供商(卖家)能够找到彼此。在2019年至2022年的过去四年中,在我们的市场平台上,我们实现了11.5亿美元的商品总量或年度交易量(GMV)。2019年,我们在60万个项目中实现了2.1亿美元的GMV。2020年,我们在70万个项目中实现了2.54亿美元的GMV。2021年,我们在90万个项目中实现了3.4亿美元的GMV。2022年,我们在91万个项目中实现了3.49亿美元的GMV。我们的市场平台www.epwk.com于2011年推出,自成立以来,我们取得了显著的增长。

The VIE Structure(可变利益实体)

The VIE entity, EPWK VIE, is Xiamen EPWK Network Technology Co., Ltd. This is an offering of the ordinary shares of the offshore holding company in Cayman Islands. Neither we nor our subsidiaries own any equity interest in EPWK VIE. As a result, you are not investing in EPWK VIE and may never hold equity interests in the Chinese operating companies. The VIE arrangements have not been tested in a court of law.

EPWK VIE generated revenues of $12,811,143 and $11,366,317 for the years ended June 30, 2022 and 2021, respectively. For the six-month ended December 31, 2022 and 2021, it generated revenues of $10,040,199 and $6,610,113, respectively.(截至2022年和2021年6月30日,EPWK可变利益实体的收入分别为12811143美元和11366317美元。截至2022年和2021年12月31日的六个月内,其收入分别为10040199美元和6610113美元。)

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS(财务分析)

公司合并资产负债表上的总资产和负债以及合并经营报表上的收入、费用、净收入和综合收益以及合并现金流量表上的经营、投资和融资活动现金流量实质上是财务状况,公司可变利益实体和可变利益实体子公司的运营和现金流。截至2022年和2021年6月30日,公司未向可变利益实体及其子公司提供任何财务支持。截至2022年12月31日,以及截至2022年和2021年6月30日,我们的可变利息实体分别占我们总资产和总负债的100%和100%。截至2022年和2021年6月30日,713649美元和572788美元的现金和现金等价物分别以人民币计价。截至2022年12月31日,549273美元的现金和现金等价物以人民币计价。下表列出了可变利益实体及其子公司作为一个整体的资产、负债、经营成果和现金、现金等价物的变化,这些变化包括在公司合并资产负债表、综合收益表和现金流量表中,并消除了公司间交易:

MANAGEMENT(主要管理者)

Set forth below is information concerning our directors, executive officers and other key employees. The following individuals are members of the Board and executive management.

Executive Officers

Guohua Huang is the founder, Chairman and Chief Executive Officer of our company. Mr. Huang has been the chief executive officer of EPWK VIE since when it was founded in March 2011. Prior to founding EPWK VIE, between 2007 and 2011, Mr. Huang started his own social media and broadcasting company. Under this social media and broadcasting company, Mr. Huang founded two startups, Haishang Bus TV Group and Mobile Phone Animation Group. When Mr. Huang was working on those two start-ups, he posted a request for logo design on a crowdsourcing platform. This experience sparked his interest in crowdsourcing business model and motivated him to found EPWK VIE. Mr. Huang also wrote and published two books on the subject of crowdsourcing business. Crowdsourcing and Witkey was published by China Renmin University Press in August 2015. Maker and Witkey was published by Xiamen University Press in October 2017. Mr. Huang received his bachelor’s degree in Administrative Management from the Central Communist Party College in 2001 and EMBA in 2017 from the TEE-EMBA program, which is jointly organized by Tsinghua University School of Economics and Management (Tsinghua SEM) and École des Ponts ParisTech, also known as École nationale des ponts et chausses (ENPC) and École nationale de l’aviation civile (ENAC).

Shuangquan Lin is our Chief Operating Officer and has been EPWK VIE’s Chief Operating Officer since August 2016. Between February 2002 and August 2016, Mr. Lin served various managerial positions for Bolina Holding Co., Ltd., (HKEX: 1190), including general manager assistant, director of president office and head of the investment department. Mr. Lin received his bachelor’s degree from the China Calligraphy and Painting International University in 1993 and EMBA from Northwestern Polytechnic University (NPU) in 2012.

Conghui Lin is our Chief Financial Officer and has been EPWK VIE’s Chief Financial Officer since May 2014. Prior to joining EPWK VIE, Mr. Lin was the head of finance for C&D Logistics Co., Ltd. (Shanghai Stock Exchange: 600153) from January 2010 to May 2014. Mr. Lin received his bachelor’s degree in Financial Management from Xiamen University Tan Kah Kee College in 2007.

Mei Feng was appointed as our Chief Product Officer in March 2023. She joined the EPWK VIE in 2011. From August 2008 to July 2009, she served as the product planner of Beijing Sohu Network Company. From October 2009 to March 2011, she was the product director of Beijing Yiyou Network (France) Product Department. She has 13 years of experience in internet industry and is proficient in product design, planning, technology iteration and innovation.

Ling Ruan was appointed as our Chief Business Officer in March 2023. She is EPWK VIE’s Chief Business Officer and Senior Operating Director since 2014. From May 2012 to November 2014, she was associated with Xiamen Zhongziyuan Network Technology Co., Ltd., one of the earliest and largest Internet basic application service providers in China and served as the head of the Xiamen Zhongziyuan's Expansion Department. She is responsible for the management of Maker base with an area of more than 50,000 square meters, which includes a national science and technology incubator, a national cross-strait youth entrepreneurship base and three national mass entrepreneurship spaces.

Yanjun Chen was appointed as our secretary of the board of directors in March 2023. She joined the EPWK VIE in 2012 as the board secretary. Before that, Ms. Chen worked in Xiamen Yingshi Sanitary Ware Co., Ltd., Xiamen Yifang Software Co., Ltd., and Wuhan Xunchi Technology Co., Ltd. She possesses more than 10 years of working experience in internet industry, with rich experience in brand marketing and promotion and team management. She received her Master of Business Administration degree from Huaqiao University in 2019 and has obtained the Qualification Certificate of the Board Secretary of Listed Companies of Shenzhen Stock Exchange.

Independent Director

Qingyun Yang is an independent director nominee and will serve as the Chair of the Company’s Audit Committee. Mr. Yang has nearly 30 years of experience in financial accounting and corporate management. From 2006 to 2014, he worked in Zhangzhou Wanhui Sanitary Ware Co., Ltd. and successively served as the assistant to the manager of the financial department, the manager of the financial department, and the assistant to the general manager. Since 2014, he is the general manager of Zhangzhou Hengrun Investment Management Co., Ltd. responsible for the overall operation of the company, including overseeing its financing and investment activities, reviewing auditors' reports and findings, and leading the due diligence review and analysis of the investment targets. From 2012 to 2019, Mr. Yang served as the executive director of the Hong Kong listed company Bolina Holding Co., Ltd. (HK.01190), responsible for the overall operation. As a member of the board of directors, he participated in the decision-making processes on major issues such as financial performance, investment, review of auditors' reports, and evaluation of audit findings. Mr. Qingquan Yang received his bachelor’s degree in accounting from Beijing Technology and Business University in 2004.

Xing Gao is an independent director nominee and will serve as the Chairman of the Company’s Nominating and Corporate Governance Committee. Prof. Gao joined Xiamen University in 2009 as an assistant professor and has been an associate professor since 2013. Prof. Gao is a member of the High-Level Talents of Fujian Province and the City of Xiamen. He also serves as the founder and the head of Xiamen University-OPPO Mobile Terminal System Innovation Technology Joint Laboratory and is in charge of or has participated in several national technology projects. Mr. Gao received his PhD of Computer Software and Theory from Harbin Institute of Technology in 2009 and was a visiting scholar at the University of Texas at Dallas from September 2016 to September 2017.

Li Yang is an independent director nominee and will serve as the Chairwoman of the Company’s Compensation Committee. Ms. Yang has been the managing partner of Fujian Ruhao Law Firm since 2011 and has 22 years of legal practice experience. Ms. Yang serves as or was a senior member and legal counsel of several prominent business and legal organizations in Fujian Province. She is also an arbitrator of the City of Xiamen’s Labor Disputes Arbitration Committee. Ms. Yang received her Master of Business Administration degree from Huaqiao University in 2011Mr. Yang has nearly 30 years of experience in financial accounting and corporate management. From 2006 to 2014, he worked in Zhangzhou Wanhui Sanitary Ware Co., Ltd. and successively served as the assistant to the manager of the financial department, the manager of the financial department, and the assistant to the general manager. Since 2014, he is the general manager of Zhangzhou Hengrun Investment Management Co., Ltd. responsible for the overall operation of the company, including overseeing its financing and investment activities, reviewing auditors' reports and findings, and leading the due diligence review and analysis of the investment targets. From 2012 to 2019, Mr. Yang served as the executive director of the Hong Kong listed company Bolina Holding Co., Ltd. (HK.01190), responsible for the overall operation. As a member of the board of directors, he participated in the decision-making processes on major issues such as financial performance, investment, review of auditors' reports, and evaluation of audit findings. Mr. Qingquan Yang received his bachelor’s degree in accounting from Beijing Technology and Business University in 2004.

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