香港聯合交易所有限公司及證券及期貨事務監察委員會對本聆訊後資料集的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並表明概不就因本聆訊後資料集全部或任何部分內容而產生或依賴該等內容而 引致的任何損失承擔任何責任。 a a a a a a a a a a a a a a a a GENOR BIOPHARMA HOLDINGS LIMITED 嘉和生物藥業（開曼）控股有限公司 （「本公司」） （於開曼群島註冊成立的有限公司） （股份代號：6998） 的聆訊後資料集 警告 閣下如已將名下之嘉和生物藥業（開曼）控股有限公司股份全部售出或轉讓，應立即將本通函連同隨附之代表委任表格，送交買主或承讓 人或經手買賣或轉讓之銀行、股票經紀或其他代理，以便轉交買主或承讓人。 本通函僅供參考，並不構成收購、購買或認購本公司證券的邀請或要約。 a a a a a a a a a a a a a a a a GENOR BIOPHARMA HOLDINGS LIMITED 嘉和生物藥業（開曼）控股有限公司 本聆訊後資料集乃根據香港聯合交易所有限公司（「聯交所」）及證券及期貨事務監察委員會（「證監會」）的 要求而刊發，僅用作向香港 ...

香港聯合交易所有限公司及證券及期貨事務監察委員會對本申請版本的內容概不負責，對其準確性或完整 性亦不發表任何聲明，並表明概不就因本申請版本全部或任何部分內容而產生或依賴該等內容而引致的任 何損失承擔任何責任。 a a a a a a a a a a a a a a a a GENOR BIOPHARMA HOLDINGS LIMITED 嘉和生物藥業（開曼）控股有限公司 （「本公司」） （於開曼群島註冊成立的有限公司） （股份代號：6998） 的申請版本 警告 本申請版本乃根據香港聯合交易所有限公司（「聯交所」）及證券及期貨事務監察委員會（「證監會」）的要求 而刊發，僅用作向香港公眾人士提供資料。 本申請版本為草擬本，其所載資料並不完整，亦可能會作出重大變動。 閣下閱覽本文件，即表示 閣下 知悉、接納並向本公司、其聯席保薦人或顧問表示同意： (a) 本文件僅為向香港公眾人士提供有關本公司的資料，概無任何其他目的。投資者不應根據本文件所 載資料作出投資決定； (b) 在聯交所網站刊發本文件或其任何補充、修訂或更換附頁，並不會引致本公司、其聯席保薦人或顧 問任何須進行本公司反向收購交易（「反向收購交易」）的責任。 ...

Core Viewpoint - Reverse Takeover (RTO) is an important pathway for domestic companies to list in Hong Kong, allowing non-listed companies to acquire control of listed shell companies and inject core assets to achieve indirect listing, offering a more flexible process compared to Initial Public Offerings (IPOs) [2] Group 1: Transaction Structure Design - The transaction process for RTO includes six key stages: preparation, due diligence, structure design, negotiation and signing, approval and delivery, and asset injection, all of which must comply with the regulations of the Hong Kong Stock Exchange and mainland authorities [3] - The preparation phase involves identifying targets and selecting shell companies [4] - Due diligence serves as a "firewall" covering legal, financial, and business aspects to identify risks and establish valuation [5] Group 2: Key Considerations in Transaction Structure - The quality of the shell company is crucial, with selection criteria including market capitalization (ideally between 1-5 billion HKD), concentrated shareholding, clean financial status, compliance record, and business attributes [5] - Legal due diligence checks ownership rights, company bylaws, pending litigation, and regulatory compliance [5] - Financial due diligence focuses on verifying the balance sheet, income statement, and cash flow statement for hidden debts or inflated revenues [5] - Business due diligence assesses the market competitiveness and feasibility of divesting the original business [5] Group 3: Negotiation and Approval - Negotiation involves determining transaction terms, risk sharing, and ensuring legal compliance [6][10] - Approval processes include obtaining necessary regulatory approvals from the Hong Kong Stock Exchange and the China Securities Regulatory Commission, especially if the asset injection significantly alters the shell company's business [10][11] Group 4: Asset Injection and Compliance - Asset injection is a critical step where the issuer's core assets are integrated into the shell company, transforming its main business [7] - Compliance with the Hong Kong Stock Exchange's new listing requirements is essential, including profitability and operational sustainability [10][11] - Tax planning is important to leverage Hong Kong's tax benefits and avoid double taxation [10][12] Group 5: Common Pitfalls and Strategies - Common pitfalls include hidden debts in the shell company, control disputes, non-compliance with new listing standards, and regulatory approval failures [10][12] - Strategies to mitigate these risks involve thorough due diligence, maintaining sufficient shareholding post-acquisition, and ensuring compliance with regulatory requirements [10][12]

Core Points - SciSparc Ltd. has completed a reverse takeover of NeuroThera Labs Inc., acquiring significant shares and rights in the process [2][4] - The transaction involved the acquisition of 63,300,000 common shares, 4,000,000 common share purchase warrants, and 48,000,000 contingent rights [2][4] - Following the transaction, SciSparc holds approximately 75% of the issued shares on a non-diluted basis and 84.53% on a partially diluted basis [4] Summary by Sections Acquisition Details - SciSparc acquired 63,300,000 common shares, 4,000,000 payment warrants, and 48,000,000 contingent rights of NeuroThera Labs Inc. as part of a qualifying transaction [2][4] - The payment warrants allow SciSparc to purchase additional common shares at $0.25 each until October 22, 2030 [3] Ownership Structure - Prior to the transaction, SciSparc did not hold any shares in NeuroThera Labs Inc. [4] - The deemed value of the acquired common shares is $0.25 per share [4] Future Intentions - SciSparc's holdings in NeuroThera Labs Inc. are for investment purposes, with no current plans to acquire or dispose of additional securities [5]

Core Insights - The article discusses the pathways for Chinese companies to list in Singapore, focusing on the listing structure and regulatory requirements [2][31]. Group 1: Singapore Listing Structure - The listing structure for Chinese companies in Singapore includes two main categories: direct listing and indirect listing [4]. - Direct listing refers to Chinese companies issuing shares on the Singapore Exchange (SGX) as "S-shares," exemplified by companies like YZJCY and HNHT [4]. - Indirect listing involves companies primarily operating in China listing under a foreign entity, which can be further divided into "red-chip structure" and "VIE structure" [5]. Group 2: Singapore Listing Pathways - The main pathways for listing on the SGX include Initial Public Offering (IPO), secondary listing, SPAC listing, and reverse takeover [7]. - IPO is the most common method for companies to enter the capital market, with specific rules outlined for SGX [7]. - Secondary listing allows companies already listed on other exchanges to list on SGX while maintaining their primary listing status [8]. - SPAC listings were introduced to enhance market activity, allowing companies to raise funds through IPOs for business combinations [10]. - Reverse takeovers involve acquiring a shell company to achieve a listing, subject to strict regulatory scrutiny [18][19]. Group 3: Key Considerations for Chinese Companies - Chinese companies must understand the regulatory framework and filing processes when preparing for a listing in Singapore [20]. - Companies need to comply with the China Securities Regulatory Commission (CSRC) requirements for overseas listings, including obtaining necessary approvals [21][25]. - Foreign investment regulations and the choice of listing structure are critical, especially concerning the negative list of foreign investment [27]. - Cybersecurity and data security assessments are essential for companies with significant user data when planning to list abroad [28][29].

Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has a stringent regulatory framework for mergers and acquisitions (M&A) and listings, primarily outlined in the Listing Rules and related guidelines, focusing on preventing shell company abuse and ensuring market fairness [2][4]. Group 1: Reverse Takeover (RTO) Regulations - A reverse takeover is defined as a non-listed company acquiring control of a listed company (shell company) to achieve indirect listing [2]. - If deemed a reverse takeover, it will be treated as a new listing, requiring compliance with core IPO conditions such as profitability, market capitalization, and public shareholding [2][3]. - Key recognition criteria for RTO include significant changes in business operations, asset injection exceeding the shell company's original business, and issuance of new shares leading to a change in control [3]. Group 2: Mandatory Offer Rules - If a buyer's shareholding exceeds 30% of the target company's issued share capital, a mandatory offer must be initiated according to the Listing Rules and the Takeovers Code [3]. - The offer price must be the higher of the highest price paid for shares in the last six months or 90% of the average closing price over the last 30 trading days [3][5]. - A comprehensive offer is typically required for control changes, while partial offers must demonstrate no risk of delisting and align with shareholder interests [3]. Group 3: Information Disclosure and Trading Suspension - HKEX emphasizes timely and accurate disclosure during the M&A process to ensure market fairness [4]. - If material information is not disclosed and could affect stock prices, a trading suspension must be requested [5]. - Resumption of trading requires sufficient information to allow market assessment or termination of the transaction [5]. Group 4: Public Shareholding and Shareholder Distribution - Post-M&A, companies must maintain a public shareholding ratio of at least 25%, which can be reduced to 15% for companies with a market capitalization exceeding HKD 10 billion [4][5]. - A minimum of 300 public shareholders is required, with no single largest public shareholder holding more than 50% [5]. Group 5: Related Party Transactions and Independence Requirements - Related party transactions in M&A must comply with the Listing Rules, requiring independent shareholder approval and fairness opinions from independent financial advisors [4][5]. - Companies must maintain independence in operations, assets, finances, and personnel to avoid excessive reliance on related parties [5]. Group 6: SPAC M&A Listings - The HKEX introduced a SPAC regime in 2022, allowing blank check companies to acquire target companies within 18 months to achieve indirect listings [4]. - SPACs must raise at least HKD 1 billion, and only professional investors can subscribe [5]. - De-SPAC transactions must meet main board IPO standards, including profitability and market capitalization, and require independent financial advisors and valuation experts [5]. Group 7: Regulatory Approval and Compliance - M&A transactions may trigger additional regulatory processes beyond HKEX, including antitrust reviews and industry-specific approvals [4][5]. - Transactions involving over 25% market share in Hong Kong must be reported to the Competition Commission [5]. - National security reviews may apply to transactions in critical infrastructure and data security sectors under the National Security Law [5].

Group 1 - The core concept of reverse mergers involves acquiring a publicly listed shell company to achieve a rapid listing goal in the OTC market [1] - The reverse merger process consists of four main stages: preparation and shell company search, transaction execution and integration, compliance filing and renaming, and post-listing maintenance and development [1][2][3][4] Group 2 - The first stage includes self-assessment, hiring professional advisory firms, finding a clean shell company, and assembling a listing team [1] - The second stage involves negotiations, signing agreements, bridging funds, equity swaps, and injecting business and assets into the shell company [2] - The third stage requires submitting the SEC Form 8-K, completing audits and financial filings, and applying for a stock code and name change [3] - The fourth stage focuses on maintaining compliance and information disclosure, introducing market makers for liquidity, and managing market capitalization and development planning [4] Group 3 - Reverse mergers can bypass the complex IPO review process, allowing companies with solid business foundations and stable cash flows to access international capital markets without meeting IPO standards [4] - It is essential for companies to engage a reputable and experienced professional institution for evaluation and guidance throughout the reverse merger process [4]

Core Viewpoint - The company, Global Friendly Beverage, is facing delisting from the GEM market due to a series of transactions that the Stock Exchange views as a reverse takeover aimed at circumventing new listing regulations [1] Group 1 - The company received a notification from the Stock Exchange on September 5, 2025, regarding its acquisition of smart beverage vending machines and the sale of two Chinese restaurants [1] - The transactions occurred between December 2023 and March 2025, and the Stock Exchange considers them as a series of transactions constituting a reverse takeover [1] - As a result of these transactions, the company is classified as a new listing applicant and must comply with all new listing regulations under Chapter 11 of the GEM listing rules [1] Group 2 - The company has not completed the new listing procedures, and since the acquisition and sale have been finalized, the Stock Exchange deems the company unsuitable for listing [1] - The company's shares will be suspended from trading on September 17, 2025, in accordance with GEM listing rule 9.04(4), unless the company successfully applies for a review of this decision [1] - According to GEM listing rule 9.14A(1), if the shares are suspended for 12 consecutive months, the Stock Exchange may revoke the company's listing status [1]

Core Viewpoint - The company, Global Friendly Drink Intelligent (08496.HK), is facing potential delisting from the GEM due to its recent acquisition and sale transactions, which are deemed as a reverse takeover under GEM listing rules [1][2] Group 1: Acquisition and Sale Transactions - The company received a letter from the Stock Exchange on September 5, 2025, indicating that its acquisition of smart beverage vending machines and the sale of two Chinese restaurants opened in the fiscal year 2022 are part of a series of transactions [1] - These transactions are classified as a reverse takeover, which requires the company to comply with all new listing requirements under GEM listing rules [1] Group 2: Listing Status and Compliance - The company will be treated as a new listing applicant and must fulfill all new listing regulations to be considered suitable for continued listing [1] - The Stock Exchange has decided to suspend trading of the company's shares on September 17, 2025, unless the company applies for a review of this decision under GEM listing rules [1][2] - If the shares remain suspended for 12 consecutive months, the Stock Exchange may revoke the listing status of the shares [2]

Group 1 - The company received a letter from the Stock Exchange on September 5, 2025, indicating that its acquisition of smart beverage vending machines and the sale of two Chinese restaurants would be considered a series of transactions, constituting a reverse takeover under GEM Listing Rules [1] - Due to the completion of the acquisition and sale, the company is deemed unsuitable for listing, and its shares will be suspended from trading on September 17, 2025, unless the company applies for a review of this decision [1] - The company must comply with any resumption guidance set by the Stock Exchange and fully adhere to GEM Listing Rules to regain its listing status [2] Group 2 - If the company's shares are suspended for 12 consecutive months, the Stock Exchange may revoke the listing status of the shares [2]