New JiaO, the leading company in the Australian RV industry, filed a prospectus with the Hong Kong Stock Exchange on May 28, 2024 and plans to list in Hong Kong. On June 11, China Securities Regulatory Commission received its application for listing, and this week China Securities Regulatory Commission International Department requested supplementary materials for New JiaO's RV.

New JiaO RV

Please provide detailed explanations for the following matters and have a lawyer provide clear legal opinions:

1. Please explain the compliance of the equity structure establishment.

(1) A conclusive opinion on the compliance of domestic individuals and institutions holding the company's shares through overseas holding platforms involved in equity structure construction and backdoor mergers in terms of foreign exchange management and overseas investment regulatory procedures;

(2) A conclusive opinion that the establishment of the domestic main operating entities and the changes in equity are all legal and compliant;

(3) fairness of the asset transfer price corresponding to Xinglong Cui's acquisition of Daidelong Cui's assets and whether taxes have been paid in accordance with the law;

(4) the basis and rationality of why the spouse and daughter of the actual controller of your company have not been identified as joint actual controllers;

(5) conclusive opinions on the legality and compliance of stock option incentive plan.

2. Please explain why Xinglong Cui's registered capital for main domestic operation entity has not been fully paid and its compliance, and whether it has significant impact on the company's business operation and debt-paying ability.

New JiaO RV Prospectus Link:

hkexnews.hk/app...