一品威客美股招股说明书(2025-02-06版)

2,750,000 Class A Ordinary Shares Offered by EPWK Holdings Ltd. This is the initial public offering of our Class A Ordinary Shares. We are offering on a firm commitment basis,2,750,000 Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”). Prior to thisoffering, there has been no public market for the Class A Ordinary Shares. The initial public offering price is $4.10per Class A Ordinary Share. We have received the approval from the NASDAQ Stock Market (“the Nasdaq”) to listour Class A Ordinary Shares on the Nasdaq Global Market under the symbol “EPWK”. As of the date of this prospectus, our outstanding share capital consists of Class A Ordinary Shares and Class Bordinary shares. Mr. Guohua Huang beneficially owns all of our issued and outstanding Class B ordinary shares.These Class B ordinary shares and the Class A Ordinary Shares owned by Mr. Guohua Huang will constituteapproximately 24.05% of our total issued and outstanding ordinary shares and 76.79% of the aggregate votingpower of our total issued and outstanding ordinary shares immediately after the completion of this offering,assuming that the underwriters do not exercise their option to purchase additional Class A Ordinary Shares. Holdersof Class A Ordinary Shares and Class B ordinary shares have the same rights except for voting and conversionrights. Each Class A Ordinary Share is entitled to one vote, and is not convertible into Class B ordinary shares underany circumstances. Each Class B ordinary share is entitled to fifteen votes, subject to certain conditions, and isconvertible into one Class A Ordinary Share at any time by the holder thereof (the “Class B Ordinary Shares”). Investors are cautioned that you are not buying shares of a China-based operating company but instead arebuyingshares of a shell company issuer incorporated in Cayman Islands that operates through itssubsidiaries and contractual arrangements with the variable interest entity (“VIE”), which involves uniquerisks to investors. Unless otherwise stated, as used in this prospectus, the terms “EPWK,” “we,” “us,” “our Company,” and the“Company” refer to EPWK Holdings Ltd., an exempted company with limited liability incorporated under the lawsof Cayman Islands with no material operations; “EPWK HK” refer to EPWK Holdings Limited, our subsidiaryestablished under the laws of Hong Kong Special Administrative Region (“Hong Kong SAR” or “Hong Kong”);“PRC subsidiary,” “EPWK WFOE” or “WFOE” refer to Yipinweike (Guangzhou) Network Technology Co., Ltd., alimited liability company organized under the laws of the PRC and our indirect wholly owned subsidiary; the term“EPWK VIE” or “VIE” refers to Xiamen EPWK Network Technology Co., Ltd., and its 6 subsidiaries organizedunder the laws of the PRC, in which we do not own equity interest. EPWK Holdings Ltd. is a Cayman Islands holding company with no material operations of its own. We are not aChinese operating company and only conduct our operations through our subsidiaries and contractual arrangementswith the variable interest entity, EPWK VIE, in China. This is an offering of the ordinary shares of the offshoreholding company in Cayman Islands. Because EPWK VIE and its subsidiaries are based in China and are engaged invalue-added telecom business and radio and TV program production and business operation, due to PRC legalrestrictions on foreign ownership in the industries we and the VIE operate, we do not own any equity interest in theVIE. Instead, we receive the economic benefits of the VIE’s business operation through a series of contractualagreements (the “VIE Agreements”), which have not been tested in court. Neither we nor our subsidiaries own anyequity interest in EPWK VIE. As a result, you are not investing in EPWK VIE and may never hold equity interestsin the Chinese operating companies. Our corporate structure may involve unique risks to investors. Our corporatestructure may not be enforceable in the PRC, if PRC government authorities or courts take a view that suchcorporate structure contravenes PRC laws and regulations or is otherwise not enforceable for public policy reasons.In addition, the Chinese governmental authorities may take a different view than us about our corporate structure because of the promulgation of new laws or regulations, or the new interpretation of existing laws and regulations.The VIE structure provides contractual exposure to foreign investment in China-based companies where Chineselaw prohibits direct foreign investment in the operating companies and investors directly holding equity interests inthe Chinese operating entities, which involves unique risks to investors. Additionally, as of the date of thisprospectus, the VIE agreements have not been tested in a court of law. We and our investors do not have an equityownership in, direct foreign investment in, or control through such ownership/investment of the VIE. Therefore, theVIE agreements do not give us the same control