Requirements for supplementary materials for overseas issuance and listing registration (September 15, 2023 to September 21, 2023)
This week, the Ministry of International Affairs issued supplementary material requirements for 9 companies. The details are as follows:
SF Express 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 compare the requirements of the “Guidelines for the Application of Supervisory Rules - Overseas Issuance and Listing No. 2: Guidelines on the Content and Format of Filing Materials” to supplement the situation of your company's subsidiaries engaged in the “Domestic Express Delivery Business that Operates Letters” and their share of corresponding business revenue.
2. Regarding the shareholding structure, please explain whether your company's equity pledge situation before and after the issuance is completed may cause changes in your company's controlling shareholder, taking into account circumstances such as solvency.
3. Regarding equity transfers, please explain the pricing basis and related tax payments for the equity transfer between Shenzhen Mingde Holdings Development Co., Ltd., and Shenzhen Weishun Enterprise Management Co., Ltd., the controlling shareholders of your company in March 2023.
4. Please add the regulatory opinions of the industry supervision department of SF Express Hengtong Payment Co., Ltd., a subsidiary of your company.
5. Regarding the personal information protection and data security situation, please explain the situation and scale of personal information collected, used, analyzed and stored by your company and subsidiaries, and whether the personal information protection and data security arrangements or measures adopted comply with national personal information protection and data security laws and regulations.
Link to the prospectus of SF Express Holdings:
Egg separation technology
Please ask your company to further explain the following matters, ask a lawyer to check and issue a clear legal opinion:
1. Please explain the standard operation of your company's main business:
(1) Your company's main business includes providing loan assistance services to operators and financial institution customers in specific industries. Please add whether your company invests self-financing funds as a source of loan funding during the loan aid process, whether the business is a financial or type of financial activity, whether it involves personal credit reporting services, and whether it has obtained the necessary business qualifications and permits;
(2) Whether the business development complies with the provisions of the “Interim Measures on the Business Activities of Internet Lending Intermediaries”, whether it is registered and the corresponding telecommunication business license has been obtained in accordance with Article 5 of the Measures, and whether there are prohibited circumstances under Article 10 of the Measures;
(3) Whether the business operation involves post-loan collection services, and whether there are situations where collection is carried out by non-compliant methods;
(4) Whether the loan aid business and post-loan collection business (if any) were subject to supervisory measures or penalties imposed by the competent authority during the reporting period, and if so, whether the relevant irregularities were rectified and whether they constituted a substantial obstacle to this overseas issuance and listing;
(5) Please explain the specific model, business process and service content of your company's cooperation with financial institutions or financial institutions, whether your company's marketing, intermediary, and technical service revenue from the same customer can be accurately distinguished and linked to the scale of loan aid, based on the names, types (industries) of the top five customers during the reporting period and the revenue composition and pricing basis from such customers;
(6) Please explain the main cost composition based on the names and types of the top five suppliers in the reporting period;
(7) The size of loan aid for each year during the reporting period, the scale of your company's self-funded investment and funding sources (if applicable), and the fees charged by your company as a proportion of loan interest;
(8) Whether your company has a related party relationship with the major customers and suppliers mentioned above;
(9) Whether the major financial or financial institutions that your company cooperated with during the reporting period experienced operational abnormalities such as major debt repayment risks, etc., and whether they had a significant adverse impact on your company's business operations;
(10) The reason for the changing trend of technical service fees and brokerage service fees in business revenue during the reporting period.
2. Please explain the scale of user information collected and stored by the network operation platform “iShare”, the data collection and usage, and the name of the platform operator. The reasons for the big difference between the data disclosed in the filing materials and the data on the “iShare” website page are significant, whether there are any situations where information has been provided to third parties, and personal information protection and data security arrangements or measures before and after listing.
3. Please let your company explain the basis for determining the controlling shareholder, and whether the controlling shareholder and actual controller have changed since the issuance.
4. Please let your company explain the basis for the transfer price pricing when the original shareholder of Shanghai Branch Egg transferred shares to Qingdao Zecan, the payment of taxes and fees in accordance with the law, and whether the transfer of shares by natural person shareholders complies with the provisions of the “Personal Income Tax Management Measures on Equity Transfer Income (Trial)”.
5. Please explain why the registered capital of Shanghai Branch, a major domestic operating entity, has not been fully paid up and whether compliance has had a significant adverse impact on the company's business operations and solvency.
Egg Technology, from Shanghai, updates its IPO prospectus and plans to go public in the US
Link to Egg Technology's prospectus:
Umataki Dentistry
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 shareholding structure and changes in equity, please explain the amount, pricing basis, price payment, and tax payment of your company's successive share changes during the reporting period.
2. Regarding the acquisition of major assets, please explain:
(1) The reason, amount, pricing basis, correlation, etc. of your company's multiple asset acquisitions during the reporting period;
(2) Whether goodwill confirmation, impairment, and related circumstances may have a significant adverse impact on your company's financial status, business operations, and current offering and listing;
(3) Whether there is a transfer of benefits in asset acquisition.
3. Regarding personal information protection and data security, 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 a third party. If provided, indicate the type of information content, and information content security protection measures;
(2) The scale of collected and stored user information, data collection and usage, and personal information protection and data security arrangements or measures before and after listing.
4. Regarding the application for “Full Circulation” related shares, please explain: whether the shares held by your company's “Full Circulation” shareholders have been pledged, frozen, or otherwise disputed, and whether they have been disclosed in accordance with the regulations; at the same time, please explain the subsequent holdings reduction plan arrangements for “Full Circulation” shareholders applying for “Full Circulation”, and whether the relevant arrangements may cause major changes in your company's shareholding structure, control, etc.
Link to Ma Taki Dental's prospectus:
Baird Medical Investment Holdings Limited
Please ask your company to further explain the following matters, and ask a lawyer to check and issue a clear legal opinion:
1. Regarding the situation of the controlling shareholder and actual controller, please explain to your company:
(1) The situation where the controlling shareholder Baide Medical Investment Holdings Co., Ltd. finally penetrates into state-controlled or managed entities, collective organizations, natural persons, etc.;
(2) The actual controller or shareholders controlled by the controlling shareholder or actual controller (if any) hold the issuer's shares pledge, freeze, litigation, arbitration, or other disputed circumstances.
2. Regarding the situation of participating holding companies, please explain to your company:
(1) Determine the standard basis for major domestic operating entities;
(2) From 2017 to 2019, whether the fifth to ninth equity transfers of Baide Suzhou's failure to fulfill tax returns and withholding obligations constituted a substantial obstacle to this overseas listing, and the tax payment status of the 10th equity transfer;
(3) Concluding opinions on the legal compliance of major domestic operating entities with successive equity changes.
3. Regarding the corporate governance situation, please supplement the terms of office of the board members of your company.
4. Regarding the main business situation, please explain to your company:
(1) Baide Suzhou only holds a Class II medical device production license, yet Nanjing Great Wall has commissioned it to produce microwave ablation equipment that should be managed in accordance with Class III medical device management. Does the above commissioned production violate the relevant regulations on medical equipment management;
(2) Whether the main business of Hunan Baide Medical Technology Co., Ltd. involves the production of microwave ablation needles, and whether it holds the corresponding qualification certificates;
(3) Whether microwave ablation needles and microwave thermal coagulation ablation needles are the same type of product. If they are not the same product, please explain the specific differences;
(4) The “Guiding Principles for the Registration and Examination of Microwave Ablation Equipment” (No. 93, 2021) stipulates that when microwave ablation needles are registered separately, reference should be made to the microwave ablation host to manage Class III medical devices. Whether your company's classification of microwave ablation needles as Class II medical devices is in line with the above regulations.
5. Regarding the state of secrecy and file management, please explain the implementation of the relevant requirements of the “Provisions on Strengthening Confidentiality and File Management by Domestic Enterprises Related to Overseas Issuance of Securities and Listing” by issuers and other domestic operating entities in addition to the domestic operating entity Baide Suzhou, and the implementation of the relevant requirements of the “Provisions on Strengthening the Confidentiality and File Management Work Related to Overseas Issuance of Securities and Listing by Domestic Enterprises”.
6. Regarding transaction compliance, please explain to your company:
(1) The transaction price and pricing basis for the merger transaction between your company and ExcelFin Acquisition Corp., and the tax return payment status for this transaction in accordance with the provisions of the “Notice Concerning Certain Issues Concerning the Indirect Transfer of Property by Non-resident Enterprises”;
(2) Comparing the relevant requirements of point 2 of the “Guidelines for the Application of Supervisory Rules, Overseas Issuance and Listing Category No. 1” and “5. Transactions relating to domestic enterprise assets”, explain whether the purchased assets are operating assets, whether ownership is clear, etc.
Sanhua Intelligent Control
Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:
1. Your company is requested to evaluate and analyze the impact of GDR conversion into A shares after the redemption period has expired on its transactions and market based on factors such as the pricing of this GDR issue, the structure of potential GDR investors, investor feedback obtained so far, and the valuation and liquidity of the A-share market, and propose corresponding response plans.
2. Please further explain the changes in the equity holdings of your company by overseas investors during the reporting period and the reasons for the changes; please further explain the countermeasures and operability that your company plans to take during this GDR issuance and subsequent conversion period in order to continue to comply with the foreign shareholding ratio requirements.
Heaven and earth converge
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 indicate in the table the basis and rationality of the price changes of the stock over time since the change to a limited company.
2. Please request the table to explain in detail the verification of the number of shareholders and explain the basis.
3. Please explain the shareholding background, price fairness, and compliance status of many leavers in the Equity Incentive Plan, and the manner in which the relevant rights and interests were handled after leaving the job.
4. Please explain the progress of implementation of registration management procedures for state-owned shareholders, as well as the progress of cancellation of business licenses for value-added telecommunications services.
5. JD Technology is both a major shareholder and a major customer of your company. Please explain the independence and impartiality of pricing related transactions.
6. Please explain the circumstances in which you have applied for the listing of A-shares.
7. Please explain whether the business operation involves the collection and use of personal information. If so, please indicate 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.
8. Please explain whether the shares held by “Full Circulation” shareholders applying for “Full Circulation” have been pledged, frozen, or otherwise disputed, and whether they will be disclosed in accordance with the regulations; at the same time, please explain the subsequent holdings reduction plan arrangements for “Full Circulation” shareholders applying for this application, and whether the relevant arrangements may cause major changes in the issuer's shareholding structure, control, etc.
Link to the Aggregate Data prospectus:
Jinyuan hydrogen energy
Please ask your company to provide additional explanations on the following matters, ask a lawyer to check and issue a clear legal opinion:
I. Regarding business independence:
(1) Please explain your company's independence from the parent company in terms of business, assets, personnel, institutions, finance, etc.;
(2) Please categorize and fully explain the occurrence process, content, amount and proportion, fairness and substitutability of all types of related transactions;
(3) Please explain the proportion of customers and suppliers that match your company and parent company.
2. Please indicate whether the project that has been built, is under construction, and whether the current fund-raising project is a “high energy consumption” or “high emission” project, and provide relevant evidence.
Link to Jinyuan Hydrogen Energy's prospectus:
Weisheng Pharmaceutical
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 shareholder information,
(1) Comparing the “Guidelines for the Application of Supervisory Rules - Overseas Issuance and Listing Category No. 2”, explain the basic circumstances of the controlling shareholder line penetrating to a natural person, including but not limited to name, nationality, whether they have the right of permanent residency abroad, and address;
(2) Explain how domestic natural persons and domestic companies carried out domestic supervision procedures such as foreign exchange registration and foreign investment after Vivo Capital Fund IX penetrated;
(3) Explain the reason why the beneficial owner of the main domestic operating entity has not been identified as the actual controller of the company.
2. Regarding equity incentives,
(1) The reason for the inconsistency between the filing report and the legal opinion on the number of people eligible for incentives and whether there are external personnel. If so, please check the “Guidelines for the Application of Supervisory Rules - Overseas Issuance and Listing Category No. 2”;
(2) Where equity incentives are provided through offshore trusts, explain specific circumstances such as the time, type and operation method of the trust, the rights and obligations of each trust party, and the beneficiaries of the trust.
3. Regarding standardized operations, please explain:
(1) Independence from Ascendis Pharma in terms of personnel, business, assets, finance, etc., and explain whether the risk of your company's core technology being dependent on Ascendis Pharma has a significant impact on your company's independent R&D capability or ability to continue operating, and whether it poses a substantial obstacle to this offering and listing;
(2) In the R&D process, domestic operating entities collect and store the scale of personal information, the collection and use of personal information, whether they have transmitted data overseas or provided personal information to third parties, whether they comply with the relevant provisions of the “Scientific Data Management Measures”, and explain the arrangements or measures for the protection of information and data before and after listing;
(3) Whether the business of domestic operating entities involves the “Special Administrative Measures on Foreign Investment Access (Negative List)” (2021 edition) “Development and application of human stem cells, genetic diagnosis and treatment technology”, and provides a clear basis.
Link to Weisheng Pharmaceutical's prospectus:
Sunho Biologics, Inc.
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 compare the regulatory guidelines and explain the specific situation of shareholder No5xJR Limited's senior natural person shareholders.
2. Regarding the equity incentive plan, please explain:
(1) Implementation of the issuer's internal decision-making procedures for equity incentives;
(2) Whether OriTrue Limited is an equity incentive holding platform, and whether Zhu Zhenfei is the target of incentives, if so, please check and explain the relevant situation against the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Category No. 2”.
3. Please explain the consideration, pricing basis and fairness of the Shenghe China equity transfer, and the payment of taxes and fees in accordance with the law, and issue a clear and conclusive opinion on the compliance of Shenghe Pharmaceutical in obtaining Shares in Shenghe China.
4. Please explain the reasons and compliance of the major domestic operating entities Shenghe China, Shenghe Pharmaceutical, and Shenghe Zhejiang, and whether compliance has had a significant adverse impact on the company's business operations and solvency.
5. Please further self-check whether the business of domestic operating entities involves the development and application of human stem cells and genetic diagnosis and treatment technology in the “Special Administrative Measures on Foreign Investment Access (Negative List)” (2021 edition), and provide a clear basis.
6. Please explain the reasons why Huzhou Ansheng and Huzhou Anhe raided the issuer on the day before submitting the listing documents, and whether the consideration, pricing basis, fairness and rationality of this capital increase have been conveyed, whether there is a transfer of benefits, and issue clear conclusive opinions.
7. Regarding business independence, Nanjing Bode Biopharmaceutical Co., Ltd., which is controlled by the issuer's actual controller, is the issuer's top five suppliers and provides high-value loans to the issuer. Please specify:
(1) The reasons, compliance, and reasons and rationality for unconditionally exempting loans from Nanjing Bode Biopharmaceutical Co., Ltd. to the issuer;
(2) Independence from Nanjing Bode Biopharmaceutical Co., Ltd. in terms of personnel, business, assets, finance, etc., and explain whether your company has a significant risk of dependency and whether it poses a substantial obstacle to this offering and listing.
Link to Shenghe Biotech's prospectus:
