融e邦：来自江西的软云科技向美国(SEC)递招股书，拟纳斯达克上市

牵手融e邦，资本运作很简单。据悉Ruanyun Edai Technology Inc.(软云科技)，于2023年4月3日向美国证监会(SEC)递交招股书，拟在纳斯达克上市，股票代码为：RYET。软云科技的申报类型为间接境外上市，备案接收日期为2023年8月10日，万通证券和AC Sunshine Securities LLC为其承销商，竞天公诚为其境内律师。

据悉软云科技成立于2012年，是专注于人工智能算法、新型智慧题库建设、学习行为大数据测评和教育行业应用整体解决方案的国家级高新技术企业，公司秉承“大数据改变教育”的理念，专注教育领域，是国内一流的以测评为核心的教育大数据人工智能服务提供商，产品先后获得教育部“双减”十大典型案例、教育部基教司“2021年度信息技术与教育教学深度融合示范案例”、教育部“2022年智慧教育优秀案例”等多项认可，并多次被人民日报、中国教育报、人民教育等权威媒体报道推荐。

我们是一家数据驱动的人工智能技术公司，专注于幼儿园到十二年级，或中国的K-12教育。我们将技术带到学校，并致力于改革传统的中国教育和学习模式，为学校、教师和学生提供人工智能时代新的教学、学习和评估方法。我们认为上大学的路应该有方向。我们的使命是帮助中国的每一位K-12学生了解自己的专业，找到通往高等教育和未来成功的道路。

软云的成立是因为我们相信我们可以通过数据和人工智能技术为学生提供合适的学习材料，帮助他们提高学习效率。我们相信，了解学生的学术状况是匹配和分配高质量、个性化教育资源的基础，这是一种有效的学习方式。我们致力于通过使用互联网和人工智能为学校、教师和学生提供新的教学、学习和评估工具，提供现代、高效和有效的学习模式。截至2022年3月31日，主要付费用户为10195人，月活跃用户约276340人。我们正在与国内大型出版商、中国移动和其他拥有大量客户资源的公司建立战略业务联盟，以获得大量付费高级用户。

据悉1995年，中国全国人民代表大会颁布了《中华人民共和国教育法》，对中国的基础教育制度作出了规定。除其他外，这包括幼儿园、小学、中学和高中的学校系统，从幼儿园到十二年级提供义务教育。该法律还规定，在学生通过各种级别和考试时，应颁发一系列官方文凭；而这类考试的巅峰之作就是高考。

截至本招股说明书之日，我们相信我们是中国唯一一家与全省（江西）公立K-12教育系统整合的人工智能教育服务提供商。我们相信，我们拥有覆盖所有K-12学科领域和年级水平的最全面的在线学习生态系统之一，为互动学习设计和构建的最大的学术练习题库之一，以及为此类问题提供动力的最先进的人工智能算法之一，所有这些都可以在线和按需访问。在线课程和家庭作业，以及点播讲座和评估，在最近只是对传统的校内教育的补充，现在正变得越来越主流，尤其是在2019年冠状病毒爆发之后。有了我们的SmartHomework®平台，我们相信学校可以很容易地提供日常直播课程，同时在线布置家庭作业、管理考试和进行评估。

截至本招股说明书发布之日，我们相信我们是中国唯一一家将其内容和评估技术许可给其他教育服务提供商的K-12问题银行供应商。自成立以来，我们的在线学术练习题库已经积累了超过100亿个测试数据，由来自27000多所学校（江西普罗维登斯超过14600所，其他省份超过12400所）的约1431万用户生成，我们已经发布了超过3.28亿份评估报告。随着对学生在线学习数据的不断收集和分析，我们的人工智能算法不断扩展和升级，评估准确率达到97%（基于我们自己的计算），使我们能够为学生提供量身定制的有效学习策略。我们相信，随着时间的推移，我们的在线学习平台将被认为是影响中国K-12教育系统发展的革命性平台。

下表总结了我们的公司法律结构，并确定了截至本招股说明书日期和本次发行完成时我们的子公司、可变利益实体及其子公司：

下表列出了所示年份我们按收入流划分的收入明细，包括绝对金额和占总收入的百分比：

MANAGEMENT（主要管理者）

Directors and Executive Officers

下表列出了截至本招股说明书日期，我们的董事和执行官的信息。除非另有说明，我们董事和执行官的办公地址是我们的主要执行办公室，位于中国江西省南昌市浙大高科技园区京东大道698号，邮编330096。

Ms. Yan Fuis our co-founder and has served as a member of our board of directors since March 2021 and our chief executive officer since November 2021. Ms. Yan Fu is the founder of Jiangxi Ruanyun, the VIE, and has served as its chief executive officer and president since 2012. She has 14 years of information and software enterprise management experience. Prior to founding our Company, Ms. Fu served as director of quality assurance at IgnitionOne, managing its R&D process and quality assurance department from 2011 to 2012. Prior to that, from 2001 to 2011, she was the principal quality assurance analyst at Manhattan Associates, a supply chain software company in the U.S., and was responsible for quality control and team management of three software products. She earned a master’s degree in Management of Information Technology, a master’s degree in business administration, and a bachelor’s degree in computer science, all from Indiana University. We believe Ms. Fu’s experience qualifies her to serve on our board of directors.

Mr. Cong Zhaois our co-founder and has served as our chief technology officer since November 2021, and is in charge of product design and R&D. He has over 20 years of software and platform development experience, and is specialized in big data analysis and A.I. algorithms. From 2004 to 2012, Mr. Zhao co-founded and built up SearchIgnite (later renamed to IgnitionOne), which tracks more than $2 billion in online advertising as well as $30 billion in online sales. From 2003 to 2005, Mr. Zhao was the chief architect of SmartVideo Inc., where he presided over the development of the first mobile TV video software and platform in the U.S. From 2000 to 2003, Mr. Zhao was the senior architect of SimplyHealth Inc. in the U.S., and was in charge of the development of large-scale B2B medical insurance software system. In October 2021, he was appointed as a member of our board of directors, and in November 2022, he resigned as a member of our board of directors. He earned a master’s degree in computer science, and another master’s degree in statistics, both from Indiana University. Mr. Zhao also has a bachelor’s degree in mathematics from Nankai University.

Ms. Wei Huhas served as our chief financial officer since November 2021. She has over 10 years of financial management experience. Since November 2014, Ms. Hu has served as the chief financial officer of Jiangxi Ruanyun, the VIE, and is responsible for strategic planning, investment and financing, financial management and internal compliance related work of the company. From 2010 to 2014, Ms. Hu successively held the positions of cashier, cost accountant, general ledger accountant, and financial manager in Guangdong Dikesi Information Co., Ltd. In October 2021, she was appointed as a member of our board of directors, and in October 2021, she resigned as a member of our board of directors. She earned a bachelor’s degree in financial management from Henan University of Economics and Law.

Mr. Liang Jinghas served as our chief marketing officer since November 2021. Since February 2019, he has served as chief marketing officer of Jiangxi Ruanyun, the VIE, and is mainly in charge of the development and maintenance of government projects. Since December 2014, Mr. Jing has served in Jiangxi Ruanyun, the VIE, successively as the director of the resource center and the head of the government business department, before becoming the chief marketing officer. He has rich experience in government project development and provincial project service experience. From 2013 to 2014, he worked in Jiangxi Beikang Information Technology Co., Ltd. for technical support in the marketing department. From 2011 to 2013, Mr. Jing worked in ZTE Software Technology Co., Ltd. He earned a master’s degree in computer technology from Jiangxi University of Finance and Economics.

Mr. Zejiong Zouhas served as a member of our board of directors since October 2021. He has over 8 years of securities investment experience and over 10 years of corporate management experience. Since April 2021, Mr. Zou has served as the general manager of Shanghai Industrial Intellectual Property Operation and Investment Management Co., Ltd., where he is mainly responsible for equity investment and fund operations. From March 2014 to May 2021, Mr. Zou served as deputy general manager and secretary of the board of directors of Jiangxi Ruanyun, the VIE. He was mainly in charge of the company’s securities legal affairs, finance, personnel and administrative sectors. From 2012 to 2014, Mr. Zou served as the director of the Investment Banking Department of CITIC Securities Jiangxi Branch, and was mainly responsible for debt issuance, billing and listing contracting of enterprises and local government platforms. From 2009 to 2012, Mr. Zou served as the deputy general manager of Shanghai Zhenglian Investment Management Co., Ltd., was mainly responsible for the preliminary legal, business and investment sorting, financing and consulting services for prospective listed companies, and coached Kunshan Zhengxiong, Nanyi Power, Aodemai New Energy and other companies. He earned a bachelor’s degree in foreign trade english from Central South University and a MBA degree from Jiangxi University of Finance and Economics. We believe Mr. Zou’s experience qualifies him to serve on our board of directors.

Mr. Wei Wanghas served as a member of our board of directors since October 2021. He has nearly 20 years of banking credit, investment and financing related work experience. Since 2013, Mr. Wang has been self-employed and has mainly engaged in asset management, investment management, equity investment, post-investment management and other related consulting work. From 1996 to 2013, Mr. Wang worked in the Shenzhen branch of China Construction Bank, where he was mainly engaged in bank credit, risk management and other related work. He earned a bachelor’s degree in investment finance from Jiangxi University of Finance and Economics. We believe Mr. Wang’s experience qualifies him to serve on our board of directors.

Mr. Xuezhen Tianhas served as a member of our board of directors since November 2022. Mr. Tian has over 20 years of work experience, including 6 years in software development and over 14 years in legal related services. Since May 2018, he has served as an attorney at Womble Bond Dickinson, where he is responsible for preparing and prosecuting patent applications related to autonomous driving vehicles, neural networks, AI chips, LiDAR devices, forecasting analytics, wireless communications, operations systems, and enterprise database backup. He also has experience preparing and prosecuting trademark applications, providing legal advice in the areas of open source license compliance, copyrights, and trade secrets. From April 2015 to May 2018, he was engaged as a counsel (senior associate) at Tucker Ellis LLP. From October 2012 to March 2015, he was engaged as a partner and attorney at Fliesler Meyer LLP and Tucker Ellis LLP. From 2000 to 2006, he was mainly engaged in software development related work for Softquest Technologies, Inc, Nationwide Financials, CBC Companies, and Perficient, Inc. He earned a Juris Doctor degree from the HIO State University and a bachelor’s degree in computer science from Franklin University. We believe Mr. Tian’s experience qualifies him to serve on our board of directors.

Ms. Ying Tanghas served as a member of our board of directors since November 2022. Ms. Tang has been engaged in finance and taxation related work for more than 10 years, including tax audit work and serving many large enterprises with finance and taxation work. Since July 2017, she has served as federal/state tax manager at Intercontinental Exchange, Inc. and is responsible for the calculation of various material M-1s and deferred rollforwards for federal tax compliance process, material entities’ federal proforma preparation, the federal return consolidation process, the provision and compliance process for various U.S. acquisitions, including analysis of complex purchase accounting adjustments, and the preparation and filing of both pre- and post-acquisition federal proforma and consolidated federal returns. From January 2011 to July 2017, she served as tax manager at Ernst & Young LLP, and was mainly responsible for quarterly and year-end audits of income tax provision for a SEC-registered Fortune 500 company on both GAAP and statutory reporting bases. Ms. Tang is a CPA in Georgia and Alabama. Ms. Tang earned a bachelor’s degree in MAcc master in accounting from University of Alabama at Birmingham and a master’s degree in biological engineering from Wuhan Institute of Technology. We believe Ms. Tang’s experience qualifies her to serve on our board of directors.

Mr. You Zhanhas served as a member of our board of directors since November 2022. From 2012 to October 2022, Mr. Zhan served as the general manager of the Jiangxi branch of Great Wall Securities and was in charge of market development, resource acquisition, pre-IPO, due diligence, proposal design and demonstration, concrete implementation as well as team building and daily management of IPO, refinancing, M&A and restructuring and other equity projects. From 2007 to 2012, Mr. Zhan served as executive director and vice chairman of Xintai Chemical Co., Ltd. and was in charge of corporate strategic planning and corporate business development and planning. From 2002 to 2007, he served as the group capital director and assistant to the president of the parent company of Huaxia Jintong (SH 600149, formerly known as Langfang Development) and was mainly responsible for the company’s investment and financing management and daily affairs. From 1998 to 2002, he worked for Huaxia Securities Company Limited as the general manager of the investment banking department of the Jiangxi Branch and the general manager of the M&A department. Mr. Zhan received a bachelor’s degree in investment finance from Jiangxi University of Finance and Economics. We believe Mr. Zhan’s experience qualifies him to serve on our board of directors.

Mr. Liang Zouhas served as a member of our board of directors since November 2022. In his earlier years, Zou Liang worked in the investment banking department of the Jiangxi branch of China Economic Development Trust and Investment Corporation; from 2002 to 2008, in China Mobile Jiangxi, he was mainly responsible for marketing-related work. He was also a founding team member of Beijing Youbao Online Technology Co., Ltd, the first unmanned retail company in China, and has set up Shanghai, Hubei and Jiangxi companies, and is in charge of Zhejiang and Shanghai companies; he is currently the beneficial owner of Shanghai Youhehuo Science and Technology Co. He earned a master’s degree in corporate management from Université de Poitiers. We believe Mr. Zou’s experience qualifies him to serve on our board of directors