扬州玺悦收到证监会境外上市备案反馈 需说明股权架构合规性等多项问题

Core Viewpoint - The company Yangzhou Xiyue has received feedback from the China Securities Regulatory Commission (CSRC) regarding its overseas listing application, requiring additional clarifications and legal opinions on various aspects of its corporate structure and transactions [1][4]. Group 1: Corporate Structure and Compliance - The company is required to explain the compliance of its equity control structure, including adherence to foreign exchange management, overseas investment, foreign investment, and tax management regulations [1][4]. - Clarification is needed on why Hu Jiahui, the spouse of Xiong Bin, is not recognized as a co-actual controller [1][4]. - A detailed list of the shareholding ratios of pre-restructured shareholders and the issuer must be provided, along with an explanation of any inconsistencies [1][4]. Group 2: Financial Transactions and Related Party Loans - The company must provide background on multiple related party loans provided by Hangzhou Jialin to various entities, including the source of funds and repayment arrangements, to ensure no adverse impact on the upcoming issuance [2]. - The registration capital payment status of domestic entities must be clarified, especially if there are any shortfalls that could affect normal business operations [2]. - The reason for the freezing of 1.8198% equity held by Shandong Jiman Supply Chain Management Co., Ltd. in Hangzhou Zhulin needs to be explained, along with its potential impact on the issuance [2]. Group 3: Business Operations and Data Management - The company is required to self-examine whether its subsidiaries' business activities, such as seed trading and broadcasting, involve prohibited or restricted foreign investment, providing clear evidence of compliance with the negative list of foreign investment access [3]. - Further clarification is needed on whether the company's digital business activities involve the collection and storage of personal user information, and the measures in place for data protection and security [3]. Group 4: Transaction Arrangements for Overseas Listing - The company must detail the specific transaction arrangements for achieving its U.S. listing through a special purpose acquisition company (SPAC), including a list of participating parties and a diagram of the shareholding structure before and after the merger [3].