Requirements for supplementary materials for overseas issuance and listing registration (January 19, 2024 to January 25, 2024)

This week, the International Department issued supplementary material requirements for 6 companies. The details are as follows:

CICC Industries (Notice of Case Issued)

Please ask your company to further explain the following matters, and ask a lawyer to check and issue a clear legal opinion:

1. Please explain the reasons and compliance of major domestic operating entities that have not paid up their registered capital and whether they have had a significant impact on the company's business operations and solvency.

II. Regarding the shareholding structure:

(1) Concluding opinions on compliance with regulatory procedures such as foreign exchange registration, overseas investment, foreign investment, etc. involved in overseas construction of offshore structures and return investments;

(2) Please explain whether the price basis for obtaining shares in Shenzhen Zhongjinke Hardware Manufacturing Co., Ltd. complies with the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”.

3. The issuer is requested to explain the pricing basis and rationality of the share price of the new shareholder Deng Yingying only US$0.0001 per share within 12 months prior to the listing filing.

CICC Industries, from Shenzhen, went public in the US and received a “Notice of Filing” from the China Securities Regulatory Commission

$Midea Group Co., Ltd (000333.SZ)$

Please ask your company to provide additional explanations on the following matters, and ask a lawyer to check and issue a clear legal opinion:

1. Please explain the status of products such as websites, apps, and applets developed and operated, the scale of collection and storage of user information, data collection and use, whether information is provided to third parties, and arrangements or measures for personal information protection and data security before and after listing.

2. Please explain the compliance operations of the subsidiary Shenzhen Midea Payment Technology Co., Ltd.

Midea Group submitted a prospectus to be listed in Hong Kong, co-sponsored by CICC and Merrill Lynch

Link to Midea Electric's prospectus:

https://www1.hkexnews.hk/app/sehk/2023/105823/documents/sehk23102400698_c.pdf

Guming Holdings

Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:

1. Please explain: (1) Concluding opinions on legal compliance with foreign exchange registration, overseas investment, foreign investment, tax payment, etc. involving the issuer's offshore structure and return investment; (2) the reasons why Guming Technology reduced capital after multiple capital increases during the red chip restructuring process; (3) the reasons and compliance of some major domestic operating entities that have not paid up their registered capital and whether compliance have had a significant adverse impact on your company's business operations and solvency.

2. Please explain: the time, type, operation method, and duration of the issuer's equity incentive trust, the rights and obligations of each trust party and the circumstances of the trust beneficiaries, etc., as well as whether there are outsiders in the employee shareholding plan and whether there is any transfer of benefits.

3. Please explain: (1) whether the status of products such as apps, applets, and public accounts developed and operated by your company and subsidiaries involves providing information content to third parties, such as providing, explaining the types of information content and security protection measures for information content; (2) the scale of collected and stored user information, data collection and use, and personal information protection and data security arrangements or measures before and after listing.

Gu Ming, from Hangzhou, Zhejiang, submitted an IPO prospectus and plans to go public in Hong Kong, co-sponsor by Goldman Sachs and UBS

Link to Gu Ming's prospectus:

https://www1.hkexnews.hk/app/sehk/2024/106123/documents/sehk24010201488_c.pdf

Gaoying Technology

Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:

1. Regarding the equity structure, the implementation of foreign investment information reporting obligations related to the establishment of Gaoying Technology Holdings (Shenzhen) Co., Ltd. and the establishment of Gaoying International Innovation Technology (Shenzhen) Co., Ltd. in August and December 2022.

2. Regarding changes in equity, LT Heyday Culture Holding Company Limited, a new shareholder, has obtained the price and pricing basis of the issuer's shares twice in the last year, and explains whether there is a difference between its share price and the share price of Goldman Global Investment Holdings Ltd, which acquired the issuer's shares during the same period, and the reason and rationality of this difference.

3. Regarding the issuance plan, the list supplements the shareholding ratio of each shareholder after exercising the over-allotment option, and also explains whether the controlling shareholders and actual controllers have changed after this issuance.

4. Regarding standardized operation, (1) Whether the operating entity within your company actually engages in “advertising design, agency; advertisement production; advertisement publishing” included in the scope of business. If you are actually involved, please explain the specific business model; (2) The list describes your company's main customer situation in the backtesting solution business, and explain the customer types and financial business license holders.

Gao Ying Technology submitted an IPO prospectus and plans to go public in the US

Link to Gaoying Technology's prospectus:

https://www.sec.gov/Archives/edgar/data/1968532/000121390023096008/ff12023_goinginter.htm

Miyuan Technology

Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:

Regarding the shareholding structure, please explain:

(1) Implementation of regulatory procedures such as foreign exchange management and overseas investment related to equity structure construction and return mergers and acquisitions, and payment of taxes and fees in accordance with law;

(2) Transaction consideration, pricing basis and tax payment status for Mineng Hefei's acquisition of Miyuan Hefei shares in August 2019.

Power battery system supplier “Miyuan Technology”, from Hefei, Anhui, submitted a prospectus to be listed in Hong Kong, co-sponsor by HSBC and CICC

Link to Miyuan Technology's prospectus:

https://www1.hkexnews.hk/app/sehk/2023/106004/documents/sehk23120801328_c.pdf

Hakusan clouds

Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:

1. Please supplement the issuer's concluding observations on legal compliance with regulatory procedures such as foreign exchange registration, overseas investment, foreign investment, and tax payment involving overseas offshore structures and return investments.

2. Please indicate whether the additional shareholders had abnormal share consideration within 12 months before the issuer submitted the application.

3. Please indicate whether issuers and domestic operating entities are enterprises in important infrastructure, important information technology and Internet products and services, key technology, and other important fields relating to national security as stipulated in Article 4 (2) of the “Foreign Investment Security Review Measures”.

4. Please explain:

(1) Whether issuers and domestic operating entities have established effective data security management systems and data security protection measures to implement specific measures required by relevant laws, regulations and policy requirements such as the “Data Security Law of the People's Republic of China”, “Data Outbound Security Assessment Measures”, and “Data Security Management Measures in the Industrial and Information Technology Field (Trial)”;

(2) Whether to carry out data exit safety assessments in accordance with law and regulations before providing relevant data to overseas controllers;

(3) Specific measures to strengthen security protection throughout the life cycle of data collection, transmission, storage, provision, and entrustment processing;

(4) The scale of collected and stored user information, data collection and usage, personal information protection and data security arrangements or measures before and after listing.

Baishan Cloud Technology, from Guiyang, Guizhou, submitted an IPO prospectus, plans to go public in Hong Kong, co-sponsor by CICC and Haitong

Link to Baishan Cloud Technology's prospectus:

https://www1.hkexnews.hk/app/sehk/2023/106104/documents/sehk23122902112_c.pdf