Mirxes/Seekwei, a provider of diagnostic solutions for early disease detection, submitted its prospectus to the Hong Kong Stock Exchange on April 30, 2024, and plans to go public in Hong Kong. On July 4th, the China Securities Regulatory Commission received its application for listing and issued supplementary materials requirements to Mirxes/Seekwee of Hangzhou this week:

Hangzhou Seekwei

Please provide a supplemental explanation for the following matters and have the lawyer issue a clear legal opinion.

Regarding the main business.

(1) According to the filing materials, the issuer's revenue from China accounted for 23.99% in 2023. Please explain the specific content of the business in China, the main customer situation, the corresponding business segments, and whether the business in China involves areas prohibited or restricted for foreign investment.

(2) According to the filing materials, after the company dismantled VIE architecture, the precise multi-omics business includes gene diagnostic testing business. Does this business involve areas prohibited for foreign investment?

(3) Please explain the specific business content, actual development status, business development plan, and qualifications for holding business licenses according to the company's income structure (business segment). Whether the issuer and its subsidiaries are currently or in the future involved in foreign investment restricted or prohibited businesses.

(4) Does the issuer's development of cancer test reagent R&D, clinical trials and other activities require compliance with human genetic resource management regulatory procedures? Please explain the situation regarding the acquisition, collection, and custody of human genetic resources, the corresponding control and compliance measures, and whether they comply with relevant regulations such as Article 7 and Article 31 of the Human Genetic Resources Management Regulations.

Regarding the dismantling of the VIE structure.

(1) The issuer dismantled the VIE architecture in April 2024. Please list the main changes in the operating entities before and after the dismantling of the VIE structure, including the changes in main business and the changes in prohibited or restricted businesses involving foreign investment, and provide a comparative domestic equity structure diagram.

(2) After dismantling the VIE architecture, the issuer will divest the businesses prohibited or restricted for foreign investment to Dongyang Baosheng. Please explain whether there is any affiliated relationship between Dongyang Baosheng and the issuer, its subsidiaries, the issuer's shareholders, directors, supervisors, senior management, and whether there will be any future cooperation between the issuer and Dongyang Baosheng. If so, please explain the specific cooperation situation, including the cooperation period, cooperation model, specific cooperation content, current compliance status, and whether there is any financial, technical or brand support and profit transfer arrangement related to domestic operating entities.

Regarding the compliance of the equity control structure. Please explain:

(1) Compliance with regulatory procedures concerning foreign exchange management, overseas investment, foreign investment, and other matters related to the construction of equity structure and reverse M&A, and whether it fulfills the obligation to report foreign investment information, and issue conclusive opinions on compliance;

(2) In the process of Hangzhou Seekwei's acquisition of 100% equity of Hangzhou Seekin, please explain the pricing basis and fairness of the equity transfer, the payment of consideration, and the compliance with tax payment, whether it complies with the "Regulations on the Acquisition of Domestic Enterprises by Foreign Investors";

(3) Please issue a clear conclusion on the legality and compliance of the establishment of the main domestic operating entities and the changes in equity ownership;

(4) Please explain the actual contribution of registered capital of the main domestic operating entities. If the registered capital has not been fully paid, please explain the reason and compliance, and the impact on the sustained operation and debt repayment ability of the company.

Regarding shareholder information.

(1) Please explain the company's recognition of the rationality of not having a controlling shareholder and actual controller based on the shareholding structure, the composition of the board of directors, the nomination of directors, and the decision-making mechanism for major matters (including personnel and financial aspects);

(2) Please explain the reason why the beneficiaries of the main domestic operating entities have not been recognized as the actual controllers of the company;

(3) Please provide the equity structure chart that penetrates to natural persons or shareholding platforms with more than 5% of the shares.

(4) Please explain the situation of state-owned shareholders following the national asset management procedures at the time of this IPO.

V. About special rights of investors before the initial public offering. There are redemption rights arrangements and other special rights arrangements between the issuer and some shareholders based on whether the company first publicly sells shares. Please explain the possible equity disputes, control stability risks and corresponding measures with reference to the terms of the special shareholder rights.

VI. About stock-based incentives. The company provides stock-based incentives to former employees and external advisors, and some former employees who participate in the stock-based incentive plan are no longer company employees. Please provide conclusive opinions on the legality and compliance of the stock-based incentive plan and whether there is any interest transmission, and explain the reasons for providing stock-based incentives to early departure employees and whether the advisor contract clearly states the advisor's participation in the company's operations and management methods.

Link to the Miraez IPO prospectus:

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