SecProbe.io

August 1, 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. 6 to Registration Statement on Form F-1
Fiiled July 9, 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. Unless we note otherwise,
any references to prior comments are to comments in our June 17, 2024 letter.
Amendment No. 6 to Registration Statement on Form F-1
Use of Proceeds, page 68
You say net proceeds will be $11,000,000 here but this amount appears to be the gross
amount of the offering. On page 70 you say net proceeds after deducting underwriting
fees, underwriters’ expense allowance and other expenses is $9.60 million. This latter
amount does not appear to be consistent with amounts disclosed on pages 170 and 171
for nonaccountable expenses of 1% of gross proceeds ($110,000), total
expenses excluding underwriting discounts and non-accountable expense allowance
of $1.2 million, underwriting discounts and commissions of $880,000 and accountable
expenses up to $250,000. Please revise as appropriate the net proceeds amounts on pages
68 and 70, including on page 70 the impact on pro forma as further adjusted capitalization 1.

August 1, 2024
Page 2
and $1.00 increase in the offing price, and amounts under "Dilution" for consistency.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
77
2.Refer to your response to prior comment 3. It appears GMV is a metric to you and the
content of your response regarding GMV is meaningful to investors in understanding how
it relates to your business. Please revise your disclosure accordingly. In doing so, refer to
Release No. 33-10751 for further guidance.
Management, page 134
3.Please update the executive compensation information as of the fiscal year ended June 30,
2024.
Related Party Transactions, page 140
4.We note your response to prior comment 7. Please revise to state, or supplementally
confirm, that the information presented in this section is through the date of the
prospectus. In this regard, we note your representation that you "have presented the
related party transactions information as of May 31, 2024." Refer to Item 7.B of Form 20-
F.
Financial Statements, page F-1
5.Please refer to the guidance on age of financial statements in Item 8.A.4 of Form 20-F and
instructions thereto and comply as appropriate.
General
6.We note your response to comment 9, as well as your revised disclosure that "[n]one of
the Selling Shareholders or the natural controlling persons of the Selling Shareholders are
in the business of underwriting securities." Please revise to state, if true, that none of the
natural controlling persons of the Selling Shareholders have had a material relationship
with the company since the beginning of the last three fiscal years other than as
shareholders of the company and the VIE.
            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.