Core Viewpoint - The Hong Kong stock market has seen a surge in fundraising, surpassing HKD 100 billion in the first half of the year, becoming the world's leading market for IPOs, but many companies face challenges due to unfamiliarity with the listing process and regulations [1]. Group 1: Pre-Listing Preparation - The preparation phase consists of five main tasks: gathering necessary financial information, determining target capital structure, reviewing the equity and governance structure of the listing entity, establishing governance structure and board members, and reviewing management compensation and employee incentive plans [1]. Group 2: Execution Phase - The execution phase is divided into three main steps: holding a kickoff meeting, drafting the prospectus, and submitting the listing application [2]. Group 3: IPO Process Overview - The IPO process in Hong Kong includes the following steps: submission of application, hearing, roadshow, public offering, announcement of allocation results, and listing [3]. Group 4: Submission Process - The company appoints sponsors and other advisors to conduct due diligence and assist in preparing the prospectus, which is then submitted to the Hong Kong Stock Exchange along with the IPO fees and a hearing date [5]. Group 5: Hearing Process - The hearing is a comprehensive evaluation of the application materials by the Stock Exchange. Once approved, the company can prepare for the subscription date [6]. Group 6: Roadshow - After the hearing, the company, along with its sponsors and financial public relations, conducts a series of promotional activities known as roadshows, which typically last about one week [7]. Group 7: Public Offering - The public offering consists of two parts: "international placement" and "public subscription," usually accounting for approximately 90% and 10% of the total new shares issued, respectively [8][10]. Group 8: Allocation Results Announcement - Approximately seven days after the public offering period, the company announces the allocation results, including final pricing and subscription oversubscription rates [11]. Group 9: Dark Pool Trading - Dark pool trading occurs before the official listing, allowing for off-exchange trading of new shares [12]. Group 10: Post-Listing Support - After listing, the company enters a post-listing support phase, where major shareholders may lend shares to underwriters to stabilize the stock price [14][15]. Group 11: Green Shoe Mechanism - The green shoe mechanism allows underwriters to buy back shares to support the stock price if it falls below the offering price, or to issue additional shares if the price rises significantly [15][17].

Group 1 - Changxin Fund recently conducted research on the listed company Ruoyuchen (003010), focusing on product and channel planning, marketing strategies, and brand expansion [1] - The company plans to increase investment in fragrance laundry liquid and expand both online and offline channels, with new brands NuiBay and VitaOcean being introduced [1] - Ruoyuchen's fish oil product topped the Tmall new product list in its first month of launch, indicating strong market performance [1] Group 2 - The decision to list on the Hong Kong Stock Exchange was influenced by a favorable policy environment, enhanced liquidity, and alignment with the company's future business development needs [1] - The fundraising from the H-share listing will primarily be used for global resource integration and to explore high-quality industry resources in health, personal care, and household cleaning sectors [1] - Changxin Fund has an asset management scale of 190.639 billion yuan, ranking 38th among 210 funds, with a notable performance of its best fund product showing a 94.67% growth over the past year [2]

根据市场公开信息及8月21日披露的机构调研信息，知名私募石锋资产近期对1家上市公司进行了调研， 相关名单如下： 1）若羽臣 （上海石锋资产管理有限公司参与公司特定对象调研&电话会议） 调研纪要：本次机构调研内容涵盖若羽臣的产品和渠道规划、保健品牌人群画像及营销联动、保健品品 牌布局、红宝石油产品销售情况、港股上市原因、品牌出海计划、代运营业务展望及品牌收购计划。公 司将继续加大香氛洗衣液投入，拓展线上线下渠道，新增布局NuiBay和VitaOcean，红宝石油上线首月 登顶天猫鱼油新品榜TOP1。选择港股上市因政策环境友好、港股流动性增强、行业示范效应与资本需 求、契合公司未来业务发展需要。将以绽家为主，先考虑东南亚市场布局，自有品牌与品牌管理业务推 动营收结构优化，代运营依赖度降低。H股上市募资主要用于全球资源整合布局，挖掘大健康、个护及 家清行业的优质产业资源。 机构简介： 上海石锋资产管理有限公司成立于2015年，实缴资本1000万元，协会观察会员，具备"3+3"投顾资格， 已获四大报股票策略全满贯：2座中国证券报金牛奖，2座上海证券报金阳光奖，2座证券时报金长江 奖，2座中国基金报英华奖，还包括金樟奖 ...

机构简介： 公司成立于2017年1月，目前主要开展投资于二级市场的私募证券投资基金业务，公司的管理人登记编 码：P1062872，观察会员编码：GC190030259，具有"3+3"投顾资格。目前资产管理规模约100亿，基金 经理平均从业年限超过10年。 根据市场公开信息及8月21日披露的机构调研信息，知名私募睿扬投资近期对1家上市公司进行了调研， 相关名单如下： 1）若羽臣 （上海睿扬投资管理有限公司参与公司特定对象调研&电话会议） 调研纪要：本次机构调研内容涵盖若羽臣的产品和渠道规划、保健品牌人群画像及营销联动、保健品品 牌布局、红宝石油产品销售情况、港股上市原因、品牌出海计划、代运营业务展望及品牌收购计划。公 司将继续加大香氛洗衣液投入，拓展线上线下渠道，新增布局NuiBay和VitaOcean，红宝石油上线首月 登顶天猫鱼油新品榜TOP1。选择港股上市因政策环境友好、港股流动性增强、行业示范效应与资本需 求、契合公司未来业务发展需要。将以绽家为主，先考虑东南亚市场布局，自有品牌与品牌管理业务推 动营收结构优化，代运营依赖度降低。H股上市募资主要用于全球资源整合布局，挖掘大健康、个护及 家清行业的优质产 ...

Group 1 - The core focus of the recent institutional research by Shanghai Licheng Asset Management is on the company Ruoyuchen, covering aspects such as product and channel planning, target demographics for health brands, marketing strategies, and brand acquisition plans [1] - Ruoyuchen plans to increase investment in fragrance laundry liquids and expand both online and offline channels, with new brands NuiBay and VitaOcean being introduced [1] - The company achieved a significant milestone by having its Ruby Oil product reach the top of Tmall's fish oil new product ranking in its first month of launch [1] Group 2 - The decision to list on the Hong Kong Stock Exchange is attributed to a favorable policy environment, enhanced liquidity, industry demonstration effects, and alignment with the company's future business development needs [1] - The fundraising from the H-share listing will primarily be used for global resource integration, focusing on high-quality industry resources in the health, personal care, and household cleaning sectors [1] - Shanghai Licheng Asset Management is one of the earliest established private equity management companies in China, with a focus on growth stock investment and a management scale exceeding 10 billion yuan [2]

近日，巴奴国际收到证监会关于境外发行上市的补充说明要求，涉及股权架构、数据安全、分红合理性 等9方面问题。6月16日其向港交所递交招股书，按2024年收入计，巴奴是中国火锅市场第三大品牌。 2025年1月巴奴分红7000万元，大部分流入创始人杜中兵家族口袋，证监会要求说明分红合理性等情 况。 股权架构方面，创始人杜中兵及其配偶合计控制约83.38%投票权，番茄资本旗下多个私募基金持股约 7.95%。证监会质疑其通过境外私募基金间接持股原因，要求解释创始人配偶未被认定为共同实际控制 人的原因。 用工模式与合规性也是关注重点。截至2025年3月末，巴奴有大量非全职人员，近年存在欠缴社保公积 金情况。此外，证监会还要求说明数据安全相关情况，巴奴需限期回应问询，回复质量决定港股上市审 批走向。 来源：金融界 ...

Core Viewpoint - Junsheng Electronics, known as the "Merger King," is striving for a listing on the Hong Kong Stock Exchange, facing challenges such as high debt levels, profit pressure, and high customer concentration while being a leader in the smart cockpit domain control and automotive passive safety sectors [1][5]. Financial Risks - The asset-liability ratio of Junsheng Electronics is close to 70%, with short-term debts amounting to approximately 8.8 billion yuan, leading to significant repayment pressure [2][15]. - The company has faced scrutiny over the improper use of raised funds, raising compliance concerns [3][11]. - The goodwill risk remains significant, with accumulated goodwill from previous acquisitions reaching approximately 7.216 billion yuan, accounting for 11.25% of total assets [4][19]. Business Overview - Junsheng Electronics is attempting to open new financing avenues through an A+H share structure, with plans to raise funds for debt repayment, working capital, and technological development [5][20]. - The company has maintained stable revenue growth, with projected revenues increasing from 49.793 billion yuan in 2022 to 55.864 billion yuan in 2024, reflecting a compound annual growth rate of 5.9% [14]. Customer Concentration - In 2024, revenue from the top five customers totaled 26.614 billion yuan, accounting for 48% of total revenue, with the largest customer contributing 13.174 billion yuan, or 23.6% [16][18]. - The high concentration of customers poses risks, as fluctuations in demand from a single customer can significantly impact overall performance [16][20]. Goodwill and Compliance Issues - The company has faced compliance issues regarding the use of raised funds, which could undermine investor confidence in future financing [11][20]. - Past acquisitions have led to goodwill impairments, with a notable 2.02 billion yuan impairment recorded in 2021 due to underperformance of acquired entities [19]. Market Position and Competitive Landscape - Junsheng Electronics ranks as the second-largest supplier of automotive safety systems in China and globally, with a strong global presence and competitive advantages in product quality, reliability, and customer service [6][20]. - The automotive parts industry is highly competitive, with the top three suppliers in the global passive safety market accounting for approximately 91.9% of the total market size [20].

Core Viewpoint - Flashback Technology has submitted its third listing application to the Hong Kong Stock Exchange, aiming to raise funds for technological upgrades, strategic partnerships, marketing efforts, and potential acquisitions, amidst a backdrop of previous failed attempts and significant financial losses [1][19]. Financial Performance - Flashback Technology has reported a cumulative net loss of 337 million yuan over the past four fiscal years, while a competitor, Wanwu Xingsheng, has turned profitable in the first quarter of this year [2][15]. - The company's gross margin has significantly declined, reaching only about 4.8% by 2024, which is approximately one-fourth of Wanwu Xingsheng's gross margin [2][15]. - Revenue figures for Flashback Technology from 2021 to 2025 show a compound annual growth rate of about 20%, with revenues increasing from 750 million yuan in 2021 to 1.297 billion yuan in 2024 [15]. Market Position - Flashback Technology holds a mere 1.3% market share in the highly competitive second-hand consumer electronics market in China, significantly lower than its top competitors [10][13]. - The company ranks as the third-largest mobile phone recycling service provider in China, but its market share has decreased from 1.5% in 2022 to 1.3% in 2024 [10][13]. Shareholder Structure - The major shareholders of Flashback Technology include Liu Jianyi and Yu Hairong, who collectively hold approximately 45.35% of the company's issued shares [5]. - Xiaomi Group holds a 6.83% stake in Flashback Technology, while Lei Jun holds a 10.73% stake [8][9]. Debt and Financial Risks - Flashback Technology faces a redemption liability of nearly 800 million yuan, which poses a significant risk if the current listing application fails [1][17]. - The company's redemption liabilities have surged from 307 million yuan in 2021 to 791 million yuan by mid-2025, indicating a severe financial strain [17][18]. - As of mid-2025, Flashback Technology's net assets were reported at -713 million yuan, highlighting a critical solvency issue [18].

Group 1 - The core point of the news is that Meige Intelligent (002881.SZ) is required by the China Securities Regulatory Commission (CSRC) to provide additional information regarding its predecessor, Fangge Precision, as part of its application for a Hong Kong IPO [1] - Meige Intelligent submitted its listing application to the Hong Kong Stock Exchange on June 18, 2025, with China International Capital Corporation (CICC) as the sole sponsor [1] - The CSRC has requested clarification on the establishment of Fangge Precision, changes in share capital and shareholders since its establishment, and the potential impact of the controlling shareholder's debt repayment ability on the company's control [1][1][1] Group 2 - Meige Intelligent was established in 2007 and went public on the Shenzhen Stock Exchange on June 22, 2017, focusing on wireless communication modules and IoT solutions [2] - The company's main products include wireless communication modules (such as smart modules, high-performance modules, and data transmission modules) and IoT solution products along with related technical development services [2] - According to Frost & Sullivan, Meige Intelligent ranked fourth globally in the wireless communication module industry by revenue in 2024, holding a market share of 6.4% [2]

Report Industry Investment Rating No information provided regarding the report industry investment rating. Core Viewpoints of the Report - Historically, convertible bonds with overseas - listed stocks rarely had successful downward revisions. From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories, namely Huayou Convertible Bond (Swiss GDR listed) and Electric Convertible Bond (Hong Kong listed) [4][8]. - Currently, there are 9 convertible bonds in the entire convertible bond market with shares circulating outside the A - share market. Among them, 5 companies are listed in Hong Kong, and Great Wall Motor also has shares circulating in the US OTC market. 4 companies have issued Swiss GDRs [4][7]. - Overall, after listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, considering the downward - revision situation of Electric Convertible Bond, such convertible bonds still have the possibility of downward revision, but it may require the controlling shareholder to have a relatively large number of domestic and overseas equities and the convertible bonds to have been reduced for voting [4]. - Recently, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Considering the more complex clause handling of convertible bonds after Hong Kong listing historically, some low - remaining - term targets may have opportunities to play with clauses, which is a potential "possible change" worthy of attention in the current market environment where the overall parity of convertible bonds has significantly increased [4]. Summary by Relevant Catalogs 1. Historical Downward - Revision Situations of Convertible Bonds with Overseas - Listed Stocks - There are 9 convertible bonds in the current convertible bond market with shares circulating outside the A - share market, including 5 Hong Kong - listed companies and 4 companies with Swiss GDR issuances [7][8]. - From 2016 to now, among 36 convertible bonds with overseas - listed stocks, only 2 had downward - revision histories. About 16 of these targets triggered downward revisions, among which 3 convertible bonds proposed downward revisions, but Fulai Convertible Bond failed in the downward - revision proposal. Among the remaining 13 convertible bonds, 7 have been delisted, and 6 are still in the market [8][9]. 1.1 Shanghai Electric: Shareholder Meetings Held in Both A - share and H - share Markets, with 25% of H - shareholders Opposing - Electric Convertible Bond was listed on the Shanghai Stock Exchange in February 2016 and delisted in 2021. In November 2018, the company's board of directors proposed a downward revision of the convertible bond. In the special resolution on voting to revise the conversion price of Electric Convertible Bond, nearly 100% of A - shareholders voted in favor, and 75% of H - shareholders voted in favor. Since the total number of favorable votes in both places exceeded two - thirds, the downward - revision proposal passed. Throughout its life cycle, Electric Convertible Bond only had this one downward revision and finally expired and was delisted [11][12]. - From the 2018 holder structure of Electric Convertible Bond, it can be inferred that the actual controller participated in the voting. From the shareholder structure disclosed by the Hong Kong Stock Exchange in the 2018 semi - annual report, neither the controlling shareholder nor foreign investors had the right to veto [15]. - Three points can be summarized from the case of Electric Convertible Bond: foreign investors are likely to vote against downward revisions; the successful downward revision of Electric Convertible Bond may be due to the controlling shareholder having a large proportion of voting rights in both A - shares and H - shares; if a convertible bond proposes a downward revision, it may require more than two - thirds of favorable votes from both A - shares and H - shares [18][19]. 1.2 Huayou Cobalt: No Separate Shareholder Meeting for GDR, Similar to Foreign Investors in A - shares - Since Huayou Cobalt issued GDRs, its holders need to exercise voting rights through custodians. In November 2024, only one A - share temporary shareholder meeting was held for the downward - revision vote. The participating equity was 560 million shares, accounting for 33.4% of the total share capital. The major shareholder did not participate in the voting, and the opposing votes were about 10%. Considering that Huayou Cobalt's GDRs accounted for less than 6% of the total share capital, foreign investors had relatively less say in the downward revision [20]. 2. Summary: Planning for Hong Kong Listing is a "Possible Change" for Convertible Bonds - After listing in Hong Kong or the US, due to the opposition of foreign investors, there may be some obstacles to the downward revision of convertible bonds. However, such convertible bonds still have the possibility of downward revision. Since 2025, the number of issuers submitting Hong Kong - listing plans in the convertible bond market has been increasing. Some low - remaining - term targets may have opportunities to play with clauses, but after the corresponding issuers' H - share listing, the opportunities for clause games may be fewer [22].