鼎泰药研拟港股上市 中国证监会要求补充说明股权变动等

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested Jiangsu Dingtai Pharmaceutical Research (Dingtai Yao Yan) to provide supplementary explanations regarding equity changes and other matters as part of its application for listing on the Hong Kong Stock Exchange [1][2][3] Group 1: Equity Changes - The CSRC requires Dingtai Yao Yan to clarify the pricing basis for past capital increases and equity transfers, including whether actual contributions were made and if there are any unfulfilled obligations or defects in the contribution methods [1] - The company must provide updates on the overseas investment procedures related to the establishment of Hong Kong Dingtai and the ODI procedures concerning the investment in Xellar Ltd [1] - A review of historical shareholding arrangements and the involvement of external advisors in employee stock ownership plans is mandated to ensure compliance and identify any potential conflicts of interest [1][2] Group 2: Shareholder Situation - Dingtai Yao Yan is required to justify the reasonableness of the share prices for new shareholders over the past 12 months and to clarify any discrepancies in these prices [2] - The company must confirm whether shares held by four shareholders obtained through the share transfer system are subject to pledges, freezes, or other rights defects [2] Group 3: Business Operations - The company needs to detail its business scope, which includes medical research, gene diagnosis and treatment technology development, and breeding of protected wildlife, ensuring that it has the necessary qualifications and complies with foreign investment policies [2] - A legal opinion is required to confirm whether the company or its subsidiaries fall under any prohibitive circumstances for overseas issuance and listing as per regulatory guidelines [2][3] Group 4: Listing and Full Circulation - Dingtai Yao Yan must explain any inconsistencies between the proposed listing plan and the materials submitted, including the prospectus [3] - The company is also required to disclose the status of shares held by shareholders participating in the "full circulation" and whether these shares are subject to any rights defects [3] - Details regarding the company's previous listing on the National Equities Exchange and Quotations (NEEQ) and the reasons for its termination, as well as plans for A-share listing, must be provided [3]