一、关于股权架构设立的合规性，请说明：(1)公司通过并购方式取得颖通上海、广州慧昇、上海永欣股权，以及如有其他通过并购方式取得境内企业股权的，请说明股权转让对价、定价依据及公允性、支付手段、支付期限、税费缴纳情况，是否符合《关于外国投资者并购境内企业的规定》;(2)主要境内运营实体履行境内直接投资外汇登记手续的具体情况;(3)境外搭建离岸架构和返程投资涉及的外汇登记、境外投资、外商投资、税费缴纳等监管程序方面合法合规的结论性意见。According to the Hong Kong Stock Exchange disclosure on July 18, Yingtong Holdings submitted a listing application to the main board of the Hong Kong Stock Exchange, with BNP Paribas and CITIC Securities as co-sponsors.
The Zhitong Finance App learned that on August 23, the China Securities Regulatory Commission announced the requirements for supplementary materials for overseas issuance and listing registration (August 16, 2024 to August 22, 2024). Among them, it was mentioned in the announcement that the Securities Regulatory Commission requested Yingtong Holdings to provide additional information on the implementation of foreign exchange registration procedures for domestic direct investment by major domestic operating entities. According to the Hong Kong Stock Exchange disclosure on July 18, Yingtong Holdings submitted a listing application to the main board of the Hong Kong Stock Exchange, with BNP Paribas and CITIC Securities as co-sponsors.
Specifically, the China Securities Regulatory Commission announced that Yingtong Holdings was requested to further explain the following matters, and that lawyers were requested to check and issue clear legal opinions:
1. Regarding the compliance of the establishment of an equity structure, please explain: (1) If the company obtained shares in Yingtong Shanghai, Guangzhou Huisheng, and Shanghai Yongxin through mergers and acquisitions, and if any other domestic enterprise shares were obtained through mergers and acquisitions, please explain whether the share transfer consideration, pricing basis and fairness, payment methods, payment period, and tax payment conditions comply with the “Regulations on mergers and acquisitions of domestic enterprises by foreign investors”; (2) The details of foreign exchange registration procedures for domestic direct investment by major domestic operating entities; (3) Overseas offshore structures and return investments involving overseas foreign exchange registration procedures; (3) investment, Concluding opinions on legal compliance with respect to regulatory procedures such as foreign investment and payment of taxes.
2. Regarding compliance management, please explain: (1) whether the business scope of the company's domestic operating entities involves the field of social investigation in the “Special Administrative Measures for Foreign Investment Access (Negative List) (2021 Edition)”; (2) The business scope of the operating entities within the company involves “advertising design, agency; advertisement publishing; advertisement production”, etc., please explain the actual development of the relevant business; (3) The company's online sales business involves the development and operation of products such as apps, applets, etc., and whether the collection and use of user information is available to third parties The circumstances of providing information content, and arrangements or measures for personal information protection and data security before and after listing; (4) The scope of business of operating entities within the company involves Internet sales. Please explain whether it involves value-added telecommunications services and grounds based on the actual development of the relevant business, and whether relevant regulatory procedures have been carried out.
3. Regarding the actual controller. Liu Jurong's spouse, Chen Huizhen, holds 10% of the company's shares. Please explain the reason and rationale for not identifying Chen Huizhen as the joint actual controller.
4. Please explain the source of shares in the company's option incentive plan implemented by the company before the initial filing; the progress of the internal decision-making process for the employee incentive plan that the company plans to implement after this issuance and listing.
According to the prospectus, in terms of retail sales in 2023, Yingtong Holdings is the largest perfume brand management company in the comprehensive market of mainland China, Hong Kong and Macau. The company has a large and diverse brand portfolio, which includes not only perfumes, but also makeup, skincare, personal care products, glasses and home fragrances. According to Frost & Sullivan, in terms of retail sales in 2023, Yingtong Holdings is the third-largest perfume group in the integrated market of mainland China, Hong Kong and Macau. In terms of retail sales in 2023, the company is also the only perfume brand management company among the five major perfume groups in the mainland China market and the integrated market of mainland China, Hong Kong and Macau.
As of the last practical date, the company managed a total of 63 brands, including Hermès, Van Cleef & Arpels, Chopard, Albion and Laura Mercier, covering diverse pricing levels and functions to meet the differentiated needs of consumers in mainland China, Hong Kong and Macau. The company has more than 7,500 offline sales outlets in more than 400 cities in mainland China, Hong Kong and Macau. In addition to offline sales channels, Yingtong Holdings also sells products online through well-known e-commerce platforms and social media platforms in mainland China, Hong Kong and Macau.
On the financial side, as of March 31, 2022, March 31, 2023, and March 31, 2024, the company's revenue was 1.675 billion yuan, 1.699 billion yuan, and 1.864 billion yuan, respectively. In the same period, profit realized during the year was 0.171 billion yuan, 0.173 billion yuan, and 0.206 billion yuan, respectively.
