Prestige 盛德｜美国IPO市场.更新招股书 20230310

Ryanben Capital 港澳IPO上市 2024-02-17

2023年3月10日，来自香港的Prestige Wealth Inc.（以下简称“盛德”）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PWM。其于2019年2月15日在SEC秘密递表。

盛德，拟以每股4至5美元发行200万股普通股，募资或达1,000万美元。

盛德招股书链接：

https://www.sec.gov/Archives/edgar/data/1765850/000121390023019086/ff12023a3_prestige.htm

主要业务

盛德，作为一家总部位于香港的财富管理和资产管理服务提供商，主要协助客户识别和购买匹配的财富管理产品和全球资产管理产品。盛德的财富管理和资产管理服务的客户主要是亚洲的高净值和超高净值人士，大部分客户居住在中国内地或香港。

盛德，主要为客户提供财富管理服务、资产管理服务。

股东架构

招股书显示，盛德在上市前的股东架构中，其主要股东包括：

Mr. Chi Tak Sze，通过Prestige Financial Holdings Group持有64.20%；

Ngat Wong，持股3.80%。

公司架构

招股书显示，盛德的架构如下：

管理层

招股书显示，盛德的管理层如下：

Mr. Hongtao Shi has served as our director and Chairman since January 2019 and Chief Executive Officer since February 2019, and the chief executive officers of our operating subsidiaries since their inceptions on October 2018. Mr. Shi has more than ten years of managerial and operational experience in the financial services industry. Previously, Mr. Shi served as the chief executive officer of Prestige Financial Holdings Group Limited, a financial service holding company in China, since its inception in 2004. Mr. Shi also served as a director in charge of securities analysis at Pacific United Inc., a provider of professional proposition services in the United States from 2000 to 2004. Mr. Shi received his bachelor’s degree in Business Management from Towson University in Maryland in 1999. Mr. Shi studied at Harvard Business School (“HBS”) from 2018 to 2019 and graduated from HBS’s Senior Leadership Program in August 2019.

Mr. Chi Tak Sze is our founder and director and is one beneficial shareholder of our company. Mr. Sze is the father of Mr. Hongtao Shi, our Chairman and Chief Executive Officer. Mr. Sze is an experienced investor focusing on real estate and financial industry investment. Mr. Sze founded Prestige Financial Holdings Group Limited, a financial service holding company, in 2004 and is the sole director and 100% beneficial owner of Prestige Financial Holdings Group Limited. Mr. Sze served as the managing director at King Kong Investment Limited, a real estate investment company in Macau, and Hang Tak Investment Limited, a real estate investment company in Macau, from 1998 to 2005. Mr. Sze enrolled and completed an Executive Program in Accounting in the School of Economics and Management in Wuhan University (China) from 1984 to 1987.

Mr. Ngat Wong has served as our Chief Financial Officer since April 2020, and as Chief Operating Officer since February 2019. Mr. Wong had worked with our affiliate, Prestige Financial Holding Group from 2015 to January 2019 as a managing partner focusing on its development. From 2007 to 2015, Mr. Wong served as an associate director of the investment banking division at CLSA Capital Markets Limited, a securities and investment group in Hong Kong, where his practice fields cover equity financings, debt offerings, pre-IPO investments, private placements and M&A advisory. Prior to that, Mr. Wong worked at Goldman Sachs (Asia) as a business analyst in the investment banking division from 2006 to 2007. Mr. Wong received his bachelor’s degree in Finance and Accounting from The University of British Columbia in 2006 and his master’s degree in Business Administration from The University of Chicago Booth School of Business in 2017.

Mr. H. David Sherman will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Sherman is a professor who has over 30 years of academic and professional experience in accounting and auditing. Mr. Sherman has been a professor at Northeastern University since 1984, specializing in, among other areas, financial and management accounting, global financial statement analysis and contemporary accounting issues. Mr. Sherman has served as Trustee and Chair of Finance Committee for American Academy of Dramatic Arts, the oldest English language acting school in the world, since January 2014, and as Board member and Treasurer for D-Tree International, a non-profit organization that develops and supports electronic clinical protocols to enable health care workers worldwide to deliver high quality care since July 2010. From 2020 to present, Mr. Sherman serves as Board and Audit Committee Chair of Skillful Craftsman Education Technology Limited, a provider of online education and technology services in China. From March 2021 to present, Mr. Sherman serves as a director and the chairman of audit committee of Universe Pharmaceuticals INC. (Nasdaq: UPC). From 2019 to present, Mr. Sherman serves as a director and a member of Audit Committee of NUVVE Holdings Corp. (Nasdaq: NVVE), previously known as Newborn Acquisition Corporation (Nasdaq: NBAC), a blank check company until March 2021 when it consummated its business combination. Mr. Sherman has served as a director of Lakeshore Acquisition I Corp., a special purpose acquisition company listed on Nasdaq, since June 2021, and has serviced as a director of Lakeshore Acquisition II Corp., another special purpose acquisition company listed on Nasdaq, since March 2022. From 2020 to August 2021, Mr. Sherman serves as a director and audit committee chair of China Liberal Education Holdings Limited, an educational service provider operating in China. From January 2012 to November 2014, Mr. Sherman served as the Chair of the Audit Committee and Compensation Committee of Agfeed Corporation (OTC: FEED), a hog production business. From February 2011 to May 2016, Mr. Sherman served as the Chair of the Audit Committee of Kingold Jewelry Inc. (Nasdaq: KGJI), a manufacturer of 24K gold jewelry in Wuhan, China. Mr. Sherman was previously on the faculty of the Sloan School of Management at Massachusetts Institute of Technology (MIT) from 1980 to 1985 1995 and also, among other academic appointments, held an adjunct professorship at Tufts Medical School and was a visiting professor at Harvard Business School (2015). From 2004 to 2005, Professor Sherman was an Academic Fellow at the SEC in the Division of Corporate Finance’s Office of Chief Accountant. Mr. Sherman earned his Doctorate Degree in Accounting and Accountability Systems from Harvard Business School in 1981. Mr. Sherman earned his Master’s Degree in Business Administration and Control of Finance from Harvard Business School in 1971 and his Bachelor’s degree in Economics from Brandeis University in 1969. He was Cum Laude with Honors in Economics. Mr. Sherman is a CPA certificate holder.

Mr. Adam (Xin) He will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. He has served as the chief financial officer for a Fortune Global 500 conglomerate, Wanda America Investment Holding Co, since May 2012. Amongst many of the responsibilities inherent to this leadership position, Mr. He played a key role in two of the most world-renowned projects — the development of a 101-story landmark “Vista Tower” in downtown Chicago and the $2.6 billion acquisition of AMC Entertainment Inc., that he later led its initial public offering to New York Stock Exchange in 2013. In addition, during the period of August 2012 to December 2014, Mr. He merged the qualities of Wanda with AMC that resulted in a historic highest profit for the American theatrical exhibition business that owns and operates 660 theaters. Due to his expertise and diverse background across various industries, Mr. He was invited to serve as an independent director at several public traded companies. From 2010 to 2012, Mr. He served as financial controller for Xinyuan Real Estate Co. Ltd. (NYSE: XIN), a top developer of large scale, high quality residential real estate projects. Prior to that, Mr. He served as an auditor at Ernst & Young LLP in New York. He also held various leadership roles at Chinatex Corporation and an architecture company in Beijing. As a member of the Financial Executives International and Vice Chair of the China General Chamber of Commerce Chicago, Mr. He dealt with and successfully served as a liaison for many businesses between the U.S. and China. Mr. Adam (Xin) He obtained a bachelor’s degree and master’s degree in taxation from Central University of Finance and Economics in Beijing in 1993 and 2001, and a master’s degree in accounting from Seton Hall University in New Jersey in 2007. Mr. Adam (Xin) He is a Certified Public Accountant both in China and in New York state.

Mr. Junlin Bai will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Since December 2019, Mr. Junlin Bai has served as a partner specializing in mergers and acquisitions, private equity, and capital markets at Jingtian & Gongcheng, one of the leading law firms in China. From August 2017 to October 2018, Mr. Junlin Bai served as the vice-Chief Executive Officer at China Tian Yuan Financial Holdings Limited in Hong Kong, a leading alternative asset management firm in Hong Kong. From June 2016 to May 2017, Mr. Bai served as a managing director at Zhongrong International Trust Co. Ltd. in Hong Kong. From April 2014 to May 2017, Mr. Junlin Bai served as the vice president of the legal department of China Development Bank International Investment Limited. Prior to that, Mr. Junlin Bai practiced law at a Chinese law firm, Fenxun Partners, from October 2011 to January 2014. Mr. Junlin Bai graduated from the law and business program from the Northwestern University with a LL.M. degree and a certificate of business administration in 2010. Mr. Junlin Bai received his LL.M. degree from the University of Liverpool in 2003 and his LL.B. degree from Beijing Institute of Technology in China in 2002. Mr. Bai has been licensed to practice law in China since 2005, and was admitted to the New York State Bar in 2011.

Pursuant to our amended and restated articles of association, effective upon completion of this offering (the “Amended and Restated Articles of Association”), the minimum number of directors shall consist of not less than three persons and there shall be no maximum number of directors unless otherwise determined from time to time by the shareholders in a general meeting. Unless removed or re-appointed, each director shall hold office until the expiration of his term, or his resignation from the board of directors, or until his successor shall have been elected and qualified. At any annual general meeting held, our directors will be elected by a majority vote of shareholders eligible to vote at that meeting.

公司业绩

招股书显示，在过去的2020财年、2021财年、2022财年(财政年度结算日期为9月30日)，盛德的收入分别为256.18万、279.22万和208.53万美元，相应的净利润分别为173.17万、191.20万和135.45万美元。

中介机构