炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 1月19日，中国证监会网站披露境外发行上市备案补充材料要求公示（2026年1月12日—2026年1月16 日）。证监会要求礼邦医药补充说明七大事项，请律师核查并出具明确的法律意见。 证监会要求，按照《监管规则适用指引——境外发行上市类第2号：备案材料内容和格式指引》，参照 对控股股东及实际控制人的要求，补充说明公司第一大股东以及对公司有重大影响的股东情况。 责任编辑：刘万里 SF014 炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 1月19日，中国证监会网站披露境外发行上市备案补充材料要求公示（2026年1月12日—2026年1月16 日）。证监会要求礼邦医药补充说明七大事项，请律师核查并出具明确的法律意见。 境外上市禁止情形方面，证监会要求参照对控股股东及实际控制人的要求，补充说明公司第一大股东以 及对公司有重大影响的股东是否存在《境内企业境外发行证券和上市管理试行办法》第八条规定的禁止 性情形；补充说明公司及所有下属企业是否存在境外发行上市禁止性情形，要求律师出具明确结论。 证监会要求说明公司前期在江苏股 ...

一、关于股权架构搭建及返程并购的合规性，请说明（1）持股5%以上的股东是否履行《关于境内居民 通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知》（37号文）的外汇登记，以及境内 机构股东是否履行对外投资等境内监管程序；（2）红筹架构搭建过程中，涉及收购境内主体的，请说 明交易对价、定价依据、税费缴纳等情况，是否符合《关于外国投资者并购境内企业的规定》；（3） 境内运营主体历史上涉及减资的，请说明交易对价、定价依据及公允性，相关决策程序履行及税费缴纳 情况，是否存在虚假出资、抽逃出资，是否符合《公司法》和税收相关法律法规；（4）股权架构搭建 及返程并购过程符合当时有效的外汇管理、境外投资、外商投资、税务管理等监管规定的结论性意见。 二、关于股本情况，请说明（1）杭州阿斯利康中金与AstraZeneca UK Limited的持股比例是否应合并计 算，应否按照5%以上股东标准对杭州阿斯利康中金进行核查说明；（2）特殊股东权利中董事及观察员 选任权的具体安排以及是否影响控制权认定，上市前后控制权存在变化的应充分说明；（3）公司的历 史沿革中是否存在股份代持；（4）最近12个月内新增股东入股价格是否公允、合 ...

1月19日，中国证监会公布境外发行上市备案补充材料要求公示(2026年1月12日—2026年1月16日)。证 监会要求礼邦医药说明前期在江苏股权交易中心挂牌的详细情况及终止挂牌原因，是否计划继续推进A 股上市及具体安排，是否存在对本次发行上市产生重大影响的情形。据港交所2025年10月31日披露，礼 邦医药向港交所提交上市申请书，Jefferies、BofA Securities、HTSC为联席保荐人。 同时，证监会要求礼邦医药补充说明以下事项，请律师核查并出具明确的法律意见： 关于股权架构，补充说明：(1)公司历次增资及股权转让价格及定价依据，是否存在入股对价异常的情 况，是否实缴出资，是否存在利益输送，并就公司设立及历次股权变动是否合法合规出具结论性意见； (2)股权架构调整过程中历次减资的原因及对价支付情况，是否涉及虚假出资、抽逃出资，并说明相关 决策程序履行及税费缴纳情况，是否符合《公司法》和税收相关法律法规规定；(3)公司股份回购对 价、定价依据及被回购方所得税缴纳情况；(4)公司取得境内运营实体的交易对价、定价依据、支付手 段、支付期限、定价的公允性，以及上述股权转让环节相关转让方纳税申报义务履行 ...

Group 1 - The China Securities Regulatory Commission (CSRC) has announced supplementary material requirements for 23 companies regarding their overseas issuance and listing [1][2][3] - Specific companies such as Huafu Technology and Shanjin International have been highlighted for particular concerns regarding shareholder relationships and safety production incidents [1][2][3] - The supplementary materials are aimed at ensuring compliance with regulations and addressing potential issues that may affect the companies' ability to list [1][2][3] Group 2 - Companies like Shichuang Securities and Zhineng Technology are required to clarify the status of state-owned shareholder identification and trust arrangements [2][3] - For Xiangdao Travel, there are inquiries about the actual operations of various services and whether necessary qualifications have been obtained [2][3] - Bo Rui Pharmaceutical is asked to provide details on its business operations related to health food sales and medical research, including necessary licenses [2][3] Group 3 - Guoxin Services must explain the status of significant litigation cases and their potential impact on future operations and the current issuance [3][4] - Hi Learning Network is required to clarify compliance with labor and social insurance regulations, as well as the status of pending lawsuits and administrative penalties [4][5] - Tian Nong Group needs to address compliance issues regarding animal husbandry licenses and environmental permits, which may pose significant legal risks [5][6] Group 4 - Companies like Fengjiang Management and Mingyu Pharmaceutical are required to provide legal opinions on their compliance with foreign investment regulations and the legitimacy of their capital structures [7][8][9] - Specific inquiries include the legitimacy of shareholding structures and the compliance of fundraising activities with regulatory requirements [7][8][9] - The focus is on ensuring that all companies meet the necessary legal and regulatory standards for their overseas listings [7][8][9]

Group 1 - The China Securities Regulatory Commission (CSRC) issued supplementary material requirements for 10 companies, including Mingyu Pharmaceutical, which is required to clarify the compliance of its equity structure and reverse mergers [1] - Mingyu Pharmaceutical has submitted its application to the Hong Kong Stock Exchange, with Morgan Stanley, BofA Securities, and CITIC Securities as joint sponsors [1] - The CSRC requests legal opinions on various compliance issues related to equity structure, foreign exchange management, and investment regulations [1][2] Group 2 - Mingyu Pharmaceutical was established in 2018 and is a biotechnology innovation company with a dual growth engine: a robust clinical-stage oncology product portfolio based on proprietary antibody-drug conjugate (ADC) platforms and a novel PD-1/VEGF bispecific antibody (bsAb) [3] - The company is advancing its own immune assets that are in late clinical stages towards commercialization [3]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 10 companies, including Shanjin International, which is preparing for an overseas listing on the Hong Kong Stock Exchange. The company is required to provide detailed information regarding its shareholders, project approvals, and safety production incidents [1][2]. Group 1: Company Information - Shanjin International (000975) is one of China's leading gold producers, engaged in the exploration, mining, and trading of gold, silver, lead, and zinc [2][3]. - The company ranks sixth among Chinese gold producers in terms of gold output and fourth in terms of gold reserves [3]. - As of June 30, 2025, Shanjin International's gold resources reached 284.6 tons, nearly doubling from 146.7 tons as of December 31, 2023 [3]. Group 2: Financial Performance - For the fiscal year ending December 31, 2024, Shanjin International's all-in sustaining cost for gold was $683.5 per ounce, placing it in the top 10% of the global gold mining cost curve, compared to the global average of $1,438.1 per ounce [3]. Group 3: Regulatory Requirements - The CSRC has requested Shanjin International to clarify the basic information of its shareholders and the relationships among them, as well as to confirm whether there will be any changes in control post-listing [1][2]. - The company must also provide updates on the approval status of its fundraising projects both domestically and internationally [2]. - Additionally, Shanjin International is required to assess whether it falls under "high energy consumption" or "high emission" industries and to provide relevant evidence for its existing and planned projects [2].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested additional compliance information from Guosen Services regarding its offshore structure and reverse mergers as part of its listing application on the Hong Kong Stock Exchange [1][2]. Group 1: Compliance Requirements - The CSRC requires Guosen Services to clarify the compliance of its offshore structure and reverse investment, including details on foreign exchange management, overseas investment, foreign investment, and tax management [2]. - The company must provide a conclusive legal opinion on the compliance of its offshore structure and the pricing and payment methods for acquiring domestic operational entities [2]. Group 2: Operational and Legal Clarifications - Guosen Services is asked to detail the operational scope of its domestic entities, including property management and real estate services, and confirm whether it has obtained necessary licenses and complies with foreign investment policies [3]. - The company must disclose the status of significant litigation involving its domestic entity, Xinjian Construction, and assess any potential adverse impacts on its future operations and the current listing process [3]. Group 3: Financial Structure and History - The company is required to explain the changes in its equity structure before and after the full exercise of the over-allotment option, as indicated in its prospectus [4]. - Guosen Services, established in 2006, is recognized as a comprehensive property management and agency service provider in Guangdong and Hunan provinces, with a strong brand reputation [4].

Group 1 - The China Securities Regulatory Commission (CSRC) has requested Jiangyin Pharmaceutical to provide supplementary explanations regarding the compliance of its offshore structure and return acquisition [1] - Jiangyin Pharmaceutical submitted its listing application to the Hong Kong Stock Exchange on September 28, 2025, with Goldman Sachs, Haitong International, and HSBC as joint sponsors [1] - The CSRC has outlined specific areas for Jiangyin Pharmaceutical to clarify, including the regulatory procedures related to foreign exchange management, offshore investment, foreign investment, and tax management [1] Group 2 - Jiangyin Pharmaceutical is a global clinical-stage biotechnology company focused on maximizing the clinical and commercial value of siRNA therapies [2] - The company aims to innovate the current treatment standards for chronic diseases through the development of first-in-class and best-in-class siRNA therapies, supported by three major potential blockbuster product pipelines and a proprietary siRNA technology platform [2] - Jiangyin Pharmaceutical's strategy is built on a global collaboration network to address significant unmet medical needs [2]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested Jiangsu Dingtai Pharmaceutical Research (Dingtai) to provide supplementary explanations regarding equity changes and other matters as part of its listing application on the Hong Kong Stock Exchange [1][2][3] Group 1: Equity Changes - Dingtai is required to clarify the pricing basis for its past capital increases and equity transfers, including whether actual contributions were made and if there are any unfulfilled obligations or flaws 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 investment in Xellar Ltd. [1] - A thorough investigation into the 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 must justify the reasonableness of the share prices for new shareholders over the past 12 months and assess any discrepancies that may indicate potential benefits being transferred [2] - The company is required to 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 - Dingtai needs to detail its business scope, including medical research, gene diagnosis and treatment technology development, and whether it has obtained necessary qualifications and licenses for these operations [2] - The company must ensure that its business activities comply with foreign investment access policies and provide a basis for such judgments [2] Group 4: Listing and Full Circulation - Dingtai is instructed to explain any inconsistencies between the listing plan and the materials submitted for record-keeping, as well as the status of shares held by shareholders participating in the "full circulation" [3] - The company must provide details on its previous listing on the National Equities Exchange and Quotations (NEEQ) and the reasons for its termination, along with plans for A-share listing [3] Group 5: Company Overview - Dingtai, established in 2008, is a contract research organization (CRO) focused on providing integrated solutions based on disease biology for global pharmaceutical companies and research institutions [3]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 19 companies, including Leo Group Co., Ltd., which submitted its listing application to the Hong Kong Stock Exchange on September 29 this year [1] Group 1: Supplementary Material Requirements - The CSRC requires Leo Group to provide additional explanations regarding the equity pledge and related guarantees of its controlling shareholders and their concerted actors, including potential changes in control and compliance with prohibitive conditions outlined in the regulations [2] - The company must clarify whether it or its subsidiaries face any prohibitive conditions for overseas issuance and listing as per the relevant regulations [2] Group 2: Business Model and Compliance - Leo Group is required to detail its involvement with AI large models, including application scenarios and specific functions, and provide a separate specialized explanation [3] - The company must explain the operational status of its subsidiaries in various business areas, including advertising and AI public data platforms, and confirm compliance with foreign investment regulations [3] - A thorough review of the company's subsidiaries and branches is mandated, focusing on their business scopes, compliance with foreign investment restrictions, and any legal or regulatory issues [3]