Decca 达艺，在美国SEC更新招股书，拟纳斯达克IPO上市

Original Ryanben Capital 瑞恩资本RyanbenCapital 2024-02-17

2023年3月9日，来自香港的Decca Investment Limited（以下简称“达艺”）在美国证监会(SEC)递交更新后的招股书，拟在美国纳斯达克IPO上市，股票代码DCCA。其于2022年4月18日在SEC秘密递表。

达艺，拟以每股4至6美元发行600万股普通股，募资或达3,600万美元。

达艺招股书链接：

https://www.sec.gov/Archives/edgar/data/1912472/000121390023018756/ff12023a4_deccainvest.htm

达艺，曾于2000年香港主板挂牌上市(00997.HK)，后退出。

主要业务

达艺，作为一家位于香港的专业建筑木工公司，主要生产高品质的定制木制家具、建筑固定装置及配件，同时也是专业的室内工程承包商。公司制造和销售一系列家具，服务于亚洲(主要是香港和中国以及美国和欧洲)的住宅、办公室、酒店和零售市场。

达艺，由时任主席兼董事总经理曾志雄先生于1973年创立，已从一家小型室内工程分包商发展成为全球主要的定制家具和建筑木制品专业制造商以及大型室内工程承包商在香港和中国。

达艺的主要业务包括：

• 为住宅建筑、办公室、酒店和其他用途定制木制家具的制造；

• 在其位于中国东莞的工厂生产建筑固定装置和配件(例如墙板、地板、嵌入式橱柜、模具、门和门框以及建筑特色)。一般而言，本集团制造的建筑固定装置及装置是作为其室内建筑工程合约的一部分制造或由本集团作为分包商的其他人安装；

• 室内建筑工程，涉及在合同基础上对新建和现有建筑物的内部进行装修或翻新；

• 通过设计和建造合同提供全面的室内设计和安装服务；和

• 通过在亚洲、美国和欧洲的家具展厅销售一系列高品质家具和固定装置。

股东架构

招股书显示，达艺在上市前的股东架构中，Pioneer East Investment Development Limited持有100%的股权；

Pioneer East Investment Development Limited则由Mr. Wong Man Hin Max持有70%、Ms. Tsang Yee Ling Masha持有30%。

公司架构

招股书显示，达艺的架构如下：

管理层

招股书显示，达艺的管理层如下：

Mr. Wong Man Hin, Max, age 34, is our Director, chief executive officer and managing director, and is primarily responsible for overseeing the strategy and decision making of our Group. Mr. Wong joined our Group in June 2021. Prior to that, from January 2015 to June 2021, he was self-employed working in the corporate finance sector. Mr. Wong was involved in providing assistance and advice as a consultant to corporate clients engaging in merger and acquisition or restructuring, and formulating business strategies and marketing plans for the corporate development of his clients. Mr. Wong graduated from Indiana University Bloomington, USA with a Bachelor’s degree of Science in Business in 2011.

Ms. Tsang Yee Ling, Masha, age 45, is our Director, deputy managing director and chief business development officer of our Group, and is primarily responsible for overseeing the business development and legal affairs of our Group. Ms. Tsang joined our Group in 2005 and is the daughter of Mr. Tsang Chi Hung, the founder of our Group. She has over 15 years of experience in business development and legal affairs. Ms. Tsang obtained a Bachelor’s degree in Architectural Planning, Building and Environmental Studies from the University College London in 1999 and a Bachelor’s degree in law from The City University, London in 2001. She also holds a PCLL postgraduate certificate in laws from the University of Hong Kong.

Ms. Fung Sau Mui, age 66, is our Director and chief financial officer, and is primarily responsible for overseeing the finance and administration function of our Group. Ms. Fung joined our Group in 1976. She has over 40 years of experience in financial management, accounting, costing, material sourcing and purchasing and personnel management.

Mr. Longdley Zephirin, age 50, will be appointed as our independent Director upon the effectiveness of the registration statement of which this prospectus forms a part and will be a member of the audit committee, compensation committee and the nominating and corporate governance committee. Mr. Zephirin has over 20 years of investment banking experience. Mr. Zephirin was selected as the No. 1 Stock Picker by the Thomson Reuters Analyst Survey in 2010, and as a Master Stock Picker by the Wall Street Journal in 2008. Mr. Zephirin has served as the CEO and Director of Research at The Zephirin Group, Inc. Mr. Zephirin has worked at Citigroup as a research associate from 1996 to 1998, ABN AMRO, Inc., as a research analyst from 1998 to 2000, Wells Fargo Securities, Inc. as a research analyst from 2000 to 2001, Williams Capital Group, LP as research analyst from 2001 to 2002, at Deutsche Asset Management as portfolio consultant analyst from 2006 to 2012 and Barclays Wealth from 2015 to 2016 as a consultant. In 2017, Mr. Zephirin was chosen by the OTC Markets in the U.S. as a Premium Equity Research Provider for listed companies. Mr. Zephirin was a former member of the New York Society for Security Analysts and the Hong Kong Securities Institution. He has served as a director of ATIF Holdings Ltd. (NASDAQ: ATIF) from April 2019 to August 2021. Mr. Zephirin graduated from the Borough of Manhattan Community College in business in 1997 and studied finance and international law at the Lubin School of Business at Pace University. Mr. Zephirin was a member of the board and benefit committee of Complexions Contemporary Ballet and Wiyo Ltd.

Ms. Siu Yuk Ming, Victoria, age 28, will be appointed as our independent Director upon the effectiveness of the registration statement of which this prospectus forms a part and will be the chairlady of the audit committee and a member of the compensation committee and the nominating and corporate governance committee. Ms. Siu graduated from The Hong Kong Polytechnic University with a Bachelor’s degree in business administration (major in accountancy) in August 2015. Since her graduation, from September 2015 to February 2016, she worked as an audit junior in Robert Chui & Co CPA. From September 2016 to July 2021, she was the senior associate of the risk assurance department of PricewaterhouseCoopers, taking part in IT audit, cybersecurity assessment, internal audit and annual audit engagements. From July 2021 to December 2021, Ms. Siu has been an assistant IT audit manager for OJ Consulting Limited, conducting audit services for clients. Since December 2021, Ms. Siu served as an independent non-executive director and chairman of audit committee of WAC Holdings Limited (HKEX: 8619). Ms. Siu is a Certified Public Accountant (CPA), a member of the Hong Kong Institute of Certified Public Accountants, and a Certified Information Systems Auditor (CISA), a member of the Information Systems Audit and Control Association (ISACA).

Mr. Michael John Viotto, age 70, will be appointed as our independent Director upon the effectiveness of the registration statement of which this prospectus forms a part and will be the chairman of the compensation committee and a member of the audit committee and the nominating and corporate governance committee. Mr. Viotto has over 12 years of experience in finance and business management. He has served as an independent director to the board of directors for Sentage Holdings Inc. (NASDAQ: SNTG) since July 2021. He has been the CEO of CTOP Blockchain Technology Inc. since February 2021. He has also served as an independent director to the board of directors for China-Eco Materials, Limited (NASDAQ: ZGHB) since January 2020. Since August 2017, Mr. Viotto has worked as a board member and chief financial officer of Fuse Group Holding Inc. (OTC: FUST). From December 2017 to April 2021, he served as an independent director to the board of Dunxin Financial Holding Limited (NYSE AMERICAN: DXF). From September 2016 to January 2017, he was a non-executive independent director of Future World Financial Holdings, Inc. (a company listed on the Hong Kong Stock Exchange, stock code 0572). Mr. Viotto has served as president of MJV Consulting since October 2014 up to the present. From May 2013 to January 2017, he served as an independent director for Nova Lifestyle, Inc. (NASDAQ: NVFY). From May 2009 to September 2014, Mr. Viotto was the president of MJV Financial Inc., and was appointed as exclusive agent for Coface North America, an internationally recognized leader in the Trade Finance Industry. Mr. Viotto obtained his Bachelor of Science Degree in Business Administration from California Polytechnic University in Pomona, California in March 1985.

Mr. Ng Pak Kin, Danny, age 43, will be appointed as our independent Director upon the effectiveness of the registration statement of which this prospectus forms a part and will be the chairman of the nominating and corporate governance committee and a member of the audit committee and compensation committee. Mr. Ng is a barrister in Hong Kong and has over 19 years of practice experience in the legal field. He was called to the Bar of Hong Kong in December 2001 and commenced full practice in September 2002. Throughout his career as a barrister, Mr. Ng has engaged in a myriad of practices and work including criminal litigation for both defense and prosecution, general civil litigation, commercial litigation and Securities and Futures Commission (SFC) litigation. From December 2012 to March 2014, Mr. Ng served as an independent non-executive director at Uni-Bio Science Group Limited (a company listed on the Stock Exchange of Hong Kong Limited with stock code 690). Mr. Ng obtained his Bachelor of Laws degree from the University of Hong Kong in 2000 and his PCLL certificate from the University of Hong Kong in 2001.

公司业绩

招股书显示，在过去的2021财年、2022财年(财政年度结算日期为3月31日)和2023财年前六个月(截至2022年9月30日)，达艺的收入分别为5.49亿、7.51亿和3.69亿港元，相应的净利润分别为-758.32万、2,618.90万和 2,104.04万港元。

中介机构