暖哇科技拟港股上市 中国证监会要求补充说明股权架构搭建及返程并购的合规性

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has published supplementary material requirements for 19 companies, including Warmwa Technology, which is required to clarify its equity structure and compliance regarding reverse mergers [1] Group 1: Compliance and Regulatory Requirements - Warmwa Technology must provide clarification on the compliance of its equity structure and reverse mergers, including whether shareholders holding over 5% have completed foreign exchange registration as per relevant regulations [1] - The company is required to explain the transaction price, pricing basis, and tax payments involved in acquiring domestic entities during the red-chip structure setup, ensuring compliance with foreign investment regulations [1] - Legal opinions must be provided to confirm that the equity structure and reverse merger processes comply with existing foreign exchange management, outbound investment, foreign investment, and tax regulations [1] Group 2: Shareholder and Control Structure - The company must clarify the identification of its controlling shareholders and actual controllers based on current shareholding, especially if there are changes in control before and after listing [2] - It is necessary to provide details on the control of ZATechnology over shares held by DeTong Capital and whether there is a contradiction in the statement regarding their lack of concerted action [2] - The specifics of Lu Min granting board nomination rights to ZATechnology must be explained, including any preconditions and their impact on control recognition [2] Group 3: Capital Structure and Shareholder Information - Warmwa Technology is required to provide supplementary information on the entry of new shareholders, including the fairness of their investment prices and any potential conflicts of interest [3] - The company must clarify whether HSG Venture VII Holdco, Ltd. is a foreign private equity fund and the reasonableness of its investment price, as well as the presence of any domestic entities among upper-tier investors [3] - The company needs to confirm whether there are external personnel involved in equity incentives and provide conclusions on potential conflicts of interest [3] Group 4: Business Operations and Management - Warmwa Technology should describe its business model and specific applications of AI large models in simple terms, including application scenarios and functionalities [4] - The company must disclose the specific countries or regions related to the overseas residency rights of its directors and senior management [4] Group 5: Domestic Operations and Licensing - The company is required to explain any significant litigation or arbitration situations involving its domestic operating entities [4] - Warmwa Technology must clarify the scope of its value-added telecommunications business licenses and ensure compliance with foreign investment access requirements before and after listing [4] Group 6: Company Performance and Market Position - Warmwa Technology is recognized as the largest independent AI technology company in China's insurance industry, providing AI solutions throughout the insurance transaction lifecycle, particularly in underwriting and claims management [4] - As of December 31, 2024, the company's solutions have been adopted by 90 insurance companies, including eight of the top ten insurance companies in China by premium income [5] - By June 30, 2025, Warmwa Technology has executed 204 million underwriting reviews and claims investigations, serving over 41 million insurance clients and facilitating the payment of first-year premiums totaling RMB 10.7 billion since its establishment [5]