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June 17, 2024
Guohua Huang
Chief Executive Officer
EPWK Holdings Ltd.
Building #2, District A, No. 359 Chengyi Rd.
The third phase of Xiamen Software Park
Xiamen City, Fujian Province
The People’s Republic of China, 361021
Re:EPWK Holdings Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed May 21, 2024
File No. 333-269657
Dear Guohua Huang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1
Cover Page
1.Please explain to us in further detail how you intend to price this offering (for example,
whether you intend to use a fixed price until you are listed on Nasdaq, or whether your
prospectus cover page contemplates use of a price range as evidenced by your disclosure
on page 174). In this regard, we note that it does not appear to be sufficient to provide an
"assumed" offering price. Refer to Item 501(b)(3) of Regulation S-K and the instructions
thereto.
Capitalization, page 70
2.We note you have short term bank loans outstanding in the latest balance sheet presented
in the filing. Please revise the table to include this indebtedness pursuant to Item 3.B

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of Form 20-F as directed by Item 4.a of Form F-1.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 77
3.Here and elsewhere you refer to the amount/number of GMV, projects and registered
users. Please discuss the relevance of these to your generation of revenue and costs
incurred to conduct your business and why these items are meaningful to your
investors. From the breakdown of your net revenues on page 82 and following discussion
of other results it is not clear how these relate to/impact your revenue and costs of
operations.
Results of Operations
Key Components of Results of Operations
Operating expenses
Gross Profit, page 82
4.Please analyze the material variances in the gross profit percentage between periods.
Sales and marketing expenses, page 83
5.You state sales and marketing expenses consist primarily of labor costs for sales
personnel and other miscellaneous selling expenses. In the associated table you present
lines for labor expenses and marketing expenses. Please disclose what marketing expenses
represent.
Liquidity and Capital Resources
Operating activities, page 89
6.Please discuss the operational reasons for the reported negative operating cash flows for
each period presented and explain how you intend to meet your cash requirements and
maintain operations in such circumstance. Refer to instruction 1 to "Instructions to Item 5"
in Form 20-F and section IV.B.1 of Release No. 33-8350. Also discuss if this condition is
a known trend pursuant to Item 5.D of Form 20-F and your expectations concerning this
condition. Further, note your disclosure here should be a comparative analysis of changes
in operating cash flows between periods and not how operating cash flows were derived
for each period.
Related Party Transactions, page 140
7.To the extent applicable, please update the information in this section through the date of
the prospectus. Refer to Item 7.B of Form 20-F. In this regard, we note your disclosure on
page 141 that "[d]uring the six-month ended December 31, 2023 and the years ended June
30, 2023 and 2022, other than the loan from/to the related parties, no other transaction
occurred," which suggests that this section is updated only through December 31, 2023.

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Consolidated Financial Statements, page F-3
8.We note several liability balance amounts as of June 30, 2022, investing and financing
activity amounts for the year ended June 30, 2022, and notes to the financial statements
pertaining to the preceding items disclosed in the filing made on May 20, 2024 differ from
amounts reported in the filing made on September 1, 2023. Please explain to us and
disclose why amounts as of and for the year ended June 30, 2022 were revised in the May
20, 2024 filing and why you did not label the affected June 30, 2022 financial statements
in the May 20, 2024 filing as restated.
General
9.Please revise the prospectus cover page of the resale prospectus to include the disclosure
sought by the staff's Sample Letters to China-Based Companies, as well as the offering
price (if fixed) or offering price range in the initial public offering. Also revise page Alt-3
to identify the natural person(s) with voting and/or investment control over the shares held
by the entity selling shareholders. Please disclose whether the natural persons that control
the selling shareholders have had any position, office or material relationships within the
past three years with the company (in addition to your current disclosure in the last
paragraph of this section regarding the entity selling shareholders).
10.With a view to disclosure, please tell us when the selling shareholders acquired the shares
subject to the resale, how and from whom they acquired the shares, and whether the
selling shareholders are in the business of underwriting securities. Also tell us why you
have determined to register the resale simultaneously with the primary offering, and what
consideration was given, by you and the underwriters, to entering into lock-up agreements
with the selling shareholders.
11.We note the revisions you made to your disclosure on the cover page, in the prospectus
summary and in the risk factors relating to legal and operational risks associated with
operating in China and the PRC, uncertainties regarding the interpretation and application
of current and future PRC laws, regulations and rules, and the resultant enforceability of
the contractual arrangements with the VIE. It is unclear to us that there have been changes
in the regulatory environment in the PRC since the last registration statement that was
filed on September 1, 2023, warranting revised disclosure to mitigate the challenges you
face and related disclosures. The Sample Letters to China-Based Companies sought
specific disclosure relating to the risk that the PRC government may intervene in or
influence your operations at any time, or may exert control over operations of your
business, or may disallow the structure of your business, including your VIE structure,
any of which could result in a material change in your operations and/or the value of the
securities you are registering for sale. We remind you that, pursuant to federal securities
rules, the term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or

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otherwise.” The Sample Letters also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. We do not believe that your revised disclosure conveys
the same degree of risk and uncertainty. Please restore the disclosures in these areas to the
disclosures as they existed in the registration statement you filed on September 1, 2023.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Fang Liu, Esq.