The Zhitong Finance App learned that on May 10, the China Securities Regulatory Commission announced the requirements for supplementary materials for overseas issuance and listing registration (April 26, 2024 to May 9, 2024). Among them, the announcement mentioned requiring the Himalayas to further explain the compliance and compliance management aspects of the company's structure. According to reports, the Himalayas submitted a listing application to the Hong Kong Stock Exchange. Goldman Sachs, Morgan Stanley, and CICC are co-sponsors.

Specifically, the China Securities Regulatory Commission announced that the Himalayas are requested to provide additional explanations on the following matters, and that lawyers are requested to conduct inspections and issue clear legal opinions:

1. Regarding the compliance of the establishment of the structure, please explain: (1) From 2019 to 2021, the reason, consideration, pricing basis and fairness of the Shanghai Himalayas capital reduction, implementation of relevant decision-making procedures and tax payment, whether it involved false investment or evasion of investment, and whether it complied with the “Company Law” and tax-related laws and regulations. (2) The situation where Zhejiang Xima obtained shares in Jiaxing Xibo Education Technology Co., Ltd., and Xizang Shanghai obtained shares in Xiyu (Shanghai) Network Technology Co., Ltd. and Shanghai Saizhong Information Technology Co., Ltd., involving return mergers and acquisitions, explaining the consideration, pricing basis and fairness of the merger and acquisition, means of payment, payment period, tax payment status, and issuing concluding opinions on compliance. (3) Shanghai Himalaya Investment Ximalaya Holding (Hong Kong) Limited's compliance with overseas investment-related procedures and issuing concluding observations on compliance. (4) The establishment and equity changes of Xida Shanghai, Xizang Shanghai, Xipan Shanghai, Shanghai Qizhi, Ximao Shanghai, and Zhejiang Hima involved the implementation of foreign investment procedures and issued concluding opinions on compliance. (5) The issuer's implementation of regulatory procedures for overseas investment, foreign investment, foreign exchange management, taxation, etc. involving offshore structures and return investments, and issues concluding opinions on compliance.

2. Regarding shareholders, please explain: (1) As of April 2024, Yu Jianjun and Xima Holdings Limited held the ratio of issuer shares, combined with the operation of the issuer's board of directors, etc., to further explain the basis and rationality for determining that they are the issuer's controlling shareholder and actual controller. (2) In accordance with the requirements of the regulatory guidelines, explain the specific circumstances of the issuer's shareholders involving trusts and the specific situation of Best Sida Investment Co., Ltd. (3) The specific situation of shareholders Wohey Limited Partnership, TRUSTBRIDGE PARTNERS VII, L.P., Prosperity Capital Limited, and DA XINCHI Limited Partnership Fund, explain in detail the reasons and rationality of their shareholding price lower than the issuer's upfront financing price, whether there are entities prohibited from holding shares by laws and regulations, and whether there are any entities prohibited from holding shares Transfer of benefits.

3. Regarding compliance management, please explain: (1) The issuer's business involves the production and publication of audio content on an Internet platform, public posting of information on the Internet, live streaming, publishing business, etc., and whether it has obtained the corresponding licensing qualifications. (2) Whether the specific situation of education-related business carried out by Shanghai Nutailun Education Technology Co., Ltd. and Jiaxing Xibo Education Technology Co., Ltd. complies with the “Negative Market Access List (2022 Edition)” and education and training related regulations and provides a clear basis.

4. The issuer platform operates a live streaming business involving the sale of virtual gifts, rewards, etc., explaining whether the related business involves virtual asset transactions, and explaining the share of virtual asset revenue and compliance.

5. The issuer provides loan assistance services to individual customers. Please explain: (1) the specific form of loan aid business; (2) whether it involves investing in self-financing as a source of loan funds, whether it is a financial or financial activity, and whether the necessary business qualifications have been obtained; (3) whether it involves credit reporting business, and whether the business development complies with the provisions of the “Interim Measures on the Business Activities of Internet Lending Intermediaries”, and whether the issuer's business operation is prohibited by section 5 of the Act; (4) the issuer's business operation is prohibited by section 10 of the Act; (4) Whether post-loan collection services were involved, and whether there were any situations where non-compliant methods of collection were used; (5) the size of the financial services business in each year of the reporting period, the names of the top five major customers, and the share of revenue from such customers, the issuer's self-funded capital investment and funding sources, and the share of fees collected by the issuer from financial institutions as a share of loan interest; (6) whether the financial services business was subject to regulatory measures or penalties imposed by the competent authorities during the reporting period; and whether there were any business abnormalities such as major debt repayment risks, which constituted a substantial obstacle to the next overseas issuance and listing.

6. Please explain the scale of customer information collected and stored by the products such as websites, apps, and applets developed and used by the company, and whether they involve providing personal user information to third parties, personal information protection and data security arrangements or measures before and after listing.

7. Please refer to the requirements of the regulatory guidelines and explain the specific responsibilities, deadlines, and methods of participating in the company's operation and management of the equity incentive.

According to information, Himalaya was founded in 2012 by Yu Jianjun and Chen Yuxin. In 2013, the company launched the online audio app “Himalaya”, which mainly provides audio content through professional production content (PGC), professional user produced content (PUGC), and user produced content (UGC). The content forms include audiobooks, pan-entertainment audio, podcasts, quality knowledge sharing and live streaming.

As one of the earliest online audio platforms, it surpassed 50 million users in 2014. According to Insight Consulting research, Himalaya has become the most popular online audio platform for users. In 2023, the average number of monthly active users in the Himalayas climbed to 302.6 million, including 133 million mobile users and 169.6 million users listening to audio content through the Internet of Things and other third-party platforms.

Looking at user growth, the prospectus shows that from 2021 to 2023, the average number of monthly active users in the Himalayas was 267 million, 291 million, and 302 million, respectively. In terms of content, by introducing the PGC+PUGC+UGC model, the company has formed the most comprehensive audio content ecosystem in China by introducing the PGC+PUGC+UGC model to fully cover everything from top IP to long-tail content, thus ensuring the advantages in terms of content.

According to information, the Himalayas have applied automatic speech recognition (ASR) technology, speech synthesis (TTS) technology, etc. in content production. For example, through TTS technology, the Himalayas applied AI synthesized sound from the late storyteller Shan Tianfang in audiobook production, and reinterpreted works such as “The Twelve Money Darts” and “The Legend of Shushan Sword and Man” using a single-style storyteller tone.

Currently, the Himalayas revenue sources are mainly divided into four categories, including subscriptions, advertising, live streaming, and other innovative products and services (such as sales of IoT devices, IP-derived cultural and creative products, etc.), which contributed 51.7%, 23.1%, 18.4%, and 6.8% of revenue in 2023, respectively. Whether in terms of market share or revenue balance, the company maintains a leading level in the industry. In 2021-2023, the Himalayas achieved revenue of 5.86 billion yuan, 6.06 billion yuan and 6.16 billion yuan respectively. Among them, revenue growth rates of 3.49% and 1.68% year-on-year in 2022 and 2023 were respectively; gross margins were 54%, 51.9%, and 56.3%, respectively.