旭航集团，来自浙江杭州，在美国递交招股书，拟纳斯达克 IPO上市

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

2023年3月31日，来自浙江杭州拱墅区的杭州旭航网络科技有限公司的控股公司Xuhang Holdings Ltd(以下简称：旭航集团)在美国证监会(SEC)公开披露招股书，拟在美国纳斯达克上市，其股票代码为“SUNH”。其于2022年9月28日在SEC秘密递交招股书。

旭航集团，拟以每股4至6美元发行375万股普通股，募资或达2250万美元。

旭航集团招股书链接：https://www.sec.gov/Archives/edgar/data/1946025/000119312523087946/d403554df1.htm#rom403554_15

主要业务

旭航集团，作为一家内容驱动的营销服务供应商，主要专注于新媒体内容营销，为客户提供高效且有效的整合营销解决方案以满足他们在新时代背景下的营销需求。

目前，旭航集团主要提供两类营销服务：

新媒体整合内容营销服务，依靠创建和分发相关、引人入胜且有价值的内容来吸引和留住受众，以推广品牌和销售产品和服务；

数字广告服务，强调需要选择与目标受众更匹配的广告分发渠道，以最大限度地提高营销效果。

旭航集团的客户包括大型互联网平台公司和城市生活各个领域的中小型本地企业，包括餐饮、娱乐和旅游。客户利用公司的营销服务跨多个渠道实现其品牌和营销目标，主要关注微信公众号、微博、小红书、今日头条、抖音、快手和百度百家号等自媒体平台。

截至2022年10月31日旭航集团发布的短视频和软文总浏览量超过1,560亿次；新媒体账户基础包括524个自营账户、491个合作账户，总共达到约 2.07亿互联网粉丝。

股东架构

招股书显示，旭航集团在上市前的股东架构中，

肖天航 Tianhang Xiao，分别通过TIAN HANG GROUP持有2,101.2915万股、MIGHTY HUGE INVESTMENT持有3,40.3616万股、Shanghai Qishu Enterprise Management Consulting 持有194.8622万股，合计持有2,636.5153万股、持股比例为44.83%；

魏聪聪 Mr. Congcong Wei，通过WCC CAPITAL LIMITED持股5.24%：

Hexagon Special Opportunities SPC，持股6.54%：

Venture Smart Holdings Limited，持股7.31%。

公司架构

招股书显示，旭航集团的公司架构如下：

管理层

招股书显示，旭航集团的管理层如下：

Mr. Tianhang Xiao has served as our Chairman of the Board of Directors since February 2023, Chief Executive Officer since September 2022, and director since June 2020. As the founder of Xuhang Network, Mr. Xiao has served as the chairman of the board of directors and general manager since September 2014, responsible for the management of day-to-day operations and high-level strategizing and business planning. Mr. Xiao has extensive experience in mobile Internet marketing, particularly in product development and technical analysis. From June 2010 to December 2011, Mr. Xiao served as a senior product manager at Sky-mobi Limited (formerly Nasdaq: MOBI), which is a mobile application store operator and was the first Chinese Internet marketing company listed on Nasdaq and was taken private in 2017 through a merger agreement with Amber Shining Investment Limited and Power Rich Limited. From January 2012 to August 2014, Mr. Xiao co-founded and served as the chief operating officer at Hangzhou Zhenqu Network Technology Co., Ltd., a company specializing in mobile advertisement placement and game services, which was subsequently acquired in 2015 by Meisheng Cultural and Creative Co., Ltd, a company listed on China’s Shenzhen Stock Exchange (SZ: 002699). Mr. Xiao received his bachelor’s degree in Weapon Systems and Engineering from Nanjing University of Science and Technology in 2010.

Mr. Huazhen Xu has served as our Finance Director since February 2023, and he is responsible for our overall financial management, including financial planning, accounting, and tax compliance. Mr. Xu has approximately eight years of experience in the financial and accounting fields. From April 2020 to May 2022, Mr. Xu served as a financial controller at Ebang International Holdings Inc. (Nasdaq: EBON), a company specializing in blockchain technology and cryptocurrency mining hardware. From October 2016 to August 2019, Mr. Xu served as a senior auditor at Ernst & Young LLP, where he oversaw and executed complex audit assessments while leading multiple audit engagements. Mr. Xu received his bachelor’s degree in International Accounting from Shanghai University of Finance and Economics in 2016. Mr. Xu has been a member of the Association of Chartered Certified Accountants since February 2020.

Mr. Wenbing Wang will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. As an independent director of IT Tech Packaging Inc. (NYSE: ITP) since October 2009, Mr. Wang has extensive experience and knowledge of finance and corporate governance practices, which would be particularly valuable in his role as a board member of our Company. Since June 2021, Mr. Wang has served as the chief financial officer of Phoenix Motor, Inc. (Nasdaq: PEV), a U.S.-based electric vehicle manufacturer that designs and produces electric trucks and buses, where he is responsible for the company’s overall financial management, including accounting, budgeting, and financial reporting. From November 2020 to June 2021, Mr. Wang served as the senior vice president of finance of SPI Energy Co., Ltd (Nasdaq: SPI) and the interim chief financial officer of Phoenix Motor, Inc. From February 2017 to November 2020, Mr. Wang served as the chief executive officer of Redwood Group International, a Hong Kong-based merchant bank focused on Greater-China growth and venture opportunities. Between December 2005 and October 2016, Mr. Wang served in various capacities at Fushi Copperweld, Inc. (formerly Nasdaq: FSIN), including the roles of president (from 2009 to 2016) and chief financial officer (from 2005 to 2010). Mr. Wang received his bachelor’s degree in English from the University of Science and Technology, Beijing in 1994 and his MBA degree in Finance and Corporate Accounting from the University of Rochester in 2002.

Mr. Bo Lyu will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. With over a decade of experience in corporate finance and public company management, he was nominated as an independent director of U Power Limited in February 2022. Since November 2021, Mr. Lyu has served as the chief financial officer of Heyu Biological Technology Corporation, where he is responsible for the company’s overall financial management and investment management. Between August 2020 and October 2021, Mr. Lyu held the position of financial controller at Building Dreamstar Technology Inc. From December 2017 to April 2019, he was the board secretary at Metalpha Technology Holding Limited (Nasdaq: MATH) (formerly known as Dragon Victory International Limited (Nasdaq: LYL)), and from 2014 to August 2017, he held the same position at Hailiang Education Group Inc. (Nasdaq: HLG). Between 2009 and 2013, Mr. Lyu served as an investment manager at Hailiang Group Co. Ltd., the former parent company of Hailiang Education Group Inc., Zhejiang Hailiang Co. Ltd. (SSE: 002203), and Hailiang International Holding Co. Ltd. (HKSE: 02336). Mr. Lyu received his bachelor’s degree in International Investment from Wuhan University in 2001, and his master’s degree in Finance from the National Economics Department of Albert-Ludwigs-Universität Freiburg in 2008. Additionally, he holds a Certificate of Board Secretary from the Shenzhen Stock Exchange.

Prof. Xiaoyi Wang will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. Prof. Wang has been an independent director of Guangyu Group Co., Ltd. (SSE: 6004), a company primarily engaged in the development, construction, and sale of residential and commercial properties, since November 2022. As an expert in digital and intelligent marketing, Prof. Wang has served as a Professor of Marketing and Digital Strategy, as well as a Ph.D. supervisor at the School of Management, Zhejiang University (“ZJU”) since January 2018, mainly responsible for teaching and conducting scientific research in the cross-discipline of Neuroscience, Computing Science, and Marketing Science. Prof. Wang teaches courses on digital marketing, business models, marketing management, and other courses for Executive Master of Business Administration, Master of Business Administration, and undergraduate students. Prof. Wang also currently serves as (i) an assistant dean of the School of Management, ZJU, (ii) a deputy director of the Neuromanagement Laboratory, ZJU, (iii) a director of the Chinese Society of Technology Economics, and (iv) a member of the editorial board for the Journal of Behavioral Sciences. Prof. Wang’s research focuses on consumer brain cognition, big data solutions, and their applications in digital marketing. He has presided over a number of research projects funded by the National Natural Science Foundation of China, and has published a series of research results in top-tier international and PRC academic journals, including Management Science, Marketing Science, Journal of Marketing Research, and Information Systems Research. Prof. Wang has won four Second Prizes of Science and Technology Progress Award of Zhejiang Province and one First Prize of National Commercial Science and Technology Progress Award in China. Prof. Wang received his Ph.D. in Management Science and Engineering from ZJU in 2008, and he is also a postdoctoral fellow at the University of Macau (from August 2011 to September 2011) and a visiting scholar of the Global Center for Mobile Big Data and Artificial Intelligence of Temple University in the U.S. (from January 2017 to December 2017).

公司业绩

招股书显示，在过去的2020年、2021年和2022年前九个月，旭航集团的收入分别为3.51亿、4.71亿和3.39亿元人民币，相应的净利润分别为4,492.5万、7,730.3万和5,761.6万元人民币。

中介机构

旭航集团是次IPO的的中介团队主要有：Univest Securities, LLC为其独家承销商；WWC, P.C.为其审计师；锦天城(杭州)、瀚博文分别为其公司中国律师、公司美国律师；大成、Sullivan & Worcester LLP分别为其承销商中国律师、承销商美国律师。