海拍客拟港股上市 中国证监会要求补充说明搭建离岸架构及返程并购的合规性等

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has published supplementary material requirements for overseas listing applications, specifically requesting additional compliance information from Haipai Ke, which is preparing to list on the Hong Kong Stock Exchange with CITIC Securities as the sole sponsor [1][2]. Group 1: Compliance and Regulatory Requirements - Haipai Ke is required to clarify the compliance of its offshore structure and return acquisitions, including details on foreign exchange registration, overseas investment, foreign investment, and tax management [1]. - The company must provide a conclusive legal opinion regarding the compliance of its acquisition of domestic entities, including the pricing basis, payment methods, and tax obligations related to these transactions [1]. - The CSRC has requested information on whether the company's business operations involve any foreign investment restrictions or prohibitions, and if so, the measures taken to ensure compliance [1][2]. Group 2: Shareholding and Control - The actual controller's share pledge situation must be disclosed to assess its impact on the control over the company and its subsidiaries, as well as the stability of business operations [2]. - The company must confirm whether there have been any instances of shareholding on behalf of others in its historical context [2]. Group 3: Business Operations and Data Compliance - The company is required to explain the compliance issues related to its payment settlement model on the Haipai Ke platform, including any corrective measures taken [2]. - Information regarding the development and operation of websites, apps, and data protection measures must be provided, along with the scale of user data collected and stored [2]. Group 4: Shareholder Structure - HIPAC Incentive Plan Limited holds 7.26% of the company's shares, which is a trust established for implementing the equity incentive plan, and there are domestic entities related to shareholders of Shunwei Capital [3]. Group 5: Business Overview - The company is positioned as a leading trading and service platform in the family care and nutrition products sector, focusing on optimizing the supply chain to enhance consumer experience and drive consumption upgrades in lower-tier markets [4]. - In 2024, the transaction volume for family care and nutrition products in China's lower-tier markets reached RMB 8.6 billion [4].