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搭建离岸架构及返程并购合规性被问询,镁伽科技三年累亏近23亿元
Sou Hu Cai Jing· 2025-10-05 16:41
日前,中国证监会发布《境外发行上市备案补充材料要求(2025年9月19日—2025年9月25日)》,证监 会国际司共对5家企业出具补充材料要求。其中,证监会要求镁伽科技有限公司(简称"镁伽科技")对 搭建离岸架构及返程并购的合规性、控制权认定、股东信息及入股情况等进行说明。 与此同时,中国证监会关注到镁伽科技股东信息及入股情况。公司于2021年10月11日设立时,创始人通 过三个境外主体持有全部股权。要求其说明上述三个境外主体持有公司股权期间自身股权结构变化情 况。并说明实际控制人的一致行动人于春涛、丁新宇的背景情况及在公司任职情况(如有)、入股公司 时间、入股价格及定价公允性;说明2025年6月公司黄瑜清、乔志新、张琰等人就其上层持股结构进行 重组的原因及必要性。 同时,文件显示,Erhai Liu通过其控制的两个境外主体Joy Mega Investment Management Limited、Joy MomzoomLimited,合计持有镁伽科技13.39%的股权,目前仅说明实际控制人姓名,证监会要求镁伽科 技按照相关规定穿透说明上述股东的情况以及该等股东实际控制人的背景信息。 证监会还要求镁伽科技说 ...
贵之言医药拟赴美上市 中国证监会要求补充说明提交申请前12个月内股份变动的价格等
Zhi Tong Cai Jing· 2025-09-19 12:06
9月19日,中国证监会公示《境外发行上市备案补充材料要求(2025年9月12日—2025年9月18日)》,证 监会国际司共公示5家企业公示出具补充材料要求。其中要求贵之言医药(秘交转公开)补充说明公司提 交申请前12个月内股份变动的价格等。 据报道,2024年10月22日,特殊目的收购公司(SPAC)DT Cloud Acquisition Corporation正式与位于上海 的生物医药研发企业Maius签署了最终业务合并协议。根据协议,合并完成后,Maius将成为新成立的上 市实体——Maius Pharmaceutical Group Co., Ltd.(简称Pubco)的全资子公司,整体估值达到2.5亿美元。这 标志着Maius即将实现其在纳斯达克公开上市的战略目标。 证监会请贵之言医药就以下事项补充说明,请律师核查并出具明确的法律意见: Maius Pharmaceutical Technology(贵之言医药)成立于2015年,总部位于中国上海,是一家专注于创新制 剂和靶向小分子化学药物研发的生物制药公司。公司研发聚焦于抗癌、免疫系统疾病及抗感染领域,拥 有多项小分子化学药物及多肽类候选药物。同时 ...
石头科技发H股被要求补充材料 说明控股股东认定情况
Zhong Guo Jing Ji Wang· 2025-09-17 08:04
Group 1 - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 12 companies, including Stone Technology, regarding their overseas listing [1] - Stone Technology is planning to issue H-shares and list on the Hong Kong Stock Exchange, with the board approving relevant proposals on June 6, 2025 [2] - The company is actively discussing with intermediaries about the H-share issuance and listing, with specific details yet to be determined [2] Group 2 - The CSRC has requested Stone Technology to clarify its business operations related to value-added telecommunications services and advertising, including compliance with foreign investment regulations [1] - The company must provide details on its data collection practices, user information storage, and measures for personal data protection before and after the listing [1] - Stone Technology is required to explain discrepancies in the identification of its controlling shareholder and provide a conclusive opinion on this matter [1]
新股消息|亿纬锂能(300014.SZ)拟港股上市中国证监会要求补充说明相关主体偿债能力等事项
Xin Lang Cai Jing· 2025-09-12 21:09
Group 1 - The China Securities Regulatory Commission (CSRC) has requested EVE Energy Co., Ltd. to provide supplementary explanations regarding its debt repayment capabilities and other matters [1] - The CSRC has outlined specific areas for EVE Energy to address, including the historical evolution of the company, the legality of past equity changes, and the impact of stock pledges on the control of major shareholders [1][2] - EVE Energy is required to clarify the basic situation of its existing shareholders and their relationships, as well as provide details on its subsidiaries and branches in relation to foreign investment regulations [1][2] Group 2 - EVE Energy is focused on the lithium battery sector, leveraging a comprehensive R&D and market system that promotes synergy across consumer batteries, power batteries, and energy storage solutions [2]
齐云山拟港股上市 中国证监会要求补充说明历次股权转让的定价依据等事项
Zhi Tong Cai Jing· 2025-09-12 12:58
Group 1 - The China Securities Regulatory Commission (CSRC) has requested additional information from Qiyunshan regarding its overseas listing application, including pricing basis for past equity transfers and compliance with regulations [1] - Qiyunshan submitted its listing application to the Hong Kong Stock Exchange on June 27, 2025, with Zhongtai International as the sole sponsor [1] - The CSRC's inquiries include the company's compliance with the negative list for foreign investment, audit opinion types from accounting firms, and user data protection measures [1] Group 2 - Qiyunshan is a well-known fruit snack company in China, specializing in South sour jujube food products, holding a 32.4% market share in the South sour jujube food market as of 2024 [2] - The company's flagship product, South sour jujube cake, has been certified as "green food" for 28 consecutive years and recognized as a national geographical indication product since 2018 [2] - Qiyunshan has expanded its product range to include four other South sour jujube snacks and is recognized as a high-tech enterprise and a key leading enterprise in agricultural industrialization [2]
景泽生物拟港股上市 中国证监会要求补充说明最近12个月内新增股东入股原因等事项
Zhi Tong Cai Jing· 2025-09-12 12:58
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested additional information from Jingze Biotech regarding its recent shareholder changes and compliance with foreign investment policies as part of its listing application process [1][2]. Group 1: Regulatory Requirements - CSRC requires Jingze Biotech to explain the reasons for new shareholders joining in the last 12 months and the rationale behind the share prices, including any discrepancies and potential issues of abnormal pricing or benefit transfer [1] - The company must clarify the progress of state-owned shareholders in handling state-owned stock identification [1] - Jingze Biotech is asked to confirm whether its business scope, particularly in "cell technology research and application" and "developing candidate drugs that regulate pathogenic genes at the DNA or RNA level," involves any areas restricted or prohibited for foreign investment [1] Group 2: Company Overview - Jingze Biotech focuses on high-growth sectors of assisted reproductive drugs and ophthalmic drugs, addressing unmet clinical needs with a comprehensive R&D system and commercial-scale production capabilities [2] - The company has developed multiple product pipelines and advanced several high-tech, commercially promising drugs to late-stage clinical and commercialization phases [2]
亿纬锂能拟港股上市 中国证监会要求补充说明相关主体偿债能力等事项
Zhi Tong Cai Jing· 2025-09-12 12:56
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has requested EVE Energy Co., Ltd. to provide supplementary materials regarding its debt repayment capabilities and other matters as part of its application for listing on the Hong Kong Stock Exchange [1][2]. Group 1: Regulatory Requirements - The CSRC has asked EVE Energy to clarify the historical evolution of the company from its establishment to its transformation into a joint-stock company, including legal compliance of past equity changes [1]. - EVE Energy is required to provide evidence that stock pledges will not affect the status of its controlling shareholders and actual controllers, considering the reasons for stock pledges and the debt repayment capabilities of relevant parties [1]. - The company must disclose the basic information of its existing shareholders and any relationships or agreements among them, along with reasons if such information cannot be verified [1][2]. Group 2: Business Overview - EVE Energy specializes in the lithium battery sector, leveraging a comprehensive R&D and market system that promotes mutual enhancement and penetration [2]. - The company possesses core technologies and comprehensive solutions across three main business areas: consumer batteries, power batteries, and energy storage batteries, demonstrating strong competitiveness [2]. - EVE Energy has established a full R&D platform covering materials, battery cells, Battery Management Systems (BMS), and systems, with products widely used in smart living, green transportation, and energy transition sectors [2].
焦点国际拟港股上市 中国证监会要求补充说明搭建离岸架构及返程并购的合规性
Zhi Tong Cai Jing· 2025-09-05 12:18
Group 1 - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for 12 companies, focusing on compliance related to offshore structures and reverse mergers for JiaoTian International [1] - JiaoTian International submitted its listing application to the Hong Kong Stock Exchange on June 26, 2025, with Jianquan Financing Co., Ltd. as the sole sponsor [1] - The CSRC has requested JiaoTian International to provide legal opinions on various compliance issues, including foreign exchange registration, offshore investment, and tax obligations related to its offshore structure and acquisitions [2] Group 2 - The CSRC has asked for explanations regarding the registered capital of domestic operating entities JiaoTian Health and Yuejian Nursing, including reasons for unpaid capital and its impact on operational and debt repayment capabilities [2] - The company must clarify the pricing basis and compliance of past capital increases and share transfers for JiaoTian Health and Yuejian Nursing, ensuring that all contributions have been fulfilled [2] - The company is required to disclose the scale of raised funds after fully exercising the over-allotment option, as stated in the prospectus [3] Group 3 - JiaoTian International primarily engages in the manufacturing and sales of absorbent hygiene products, which are categorized into three types: baby care products, female hygiene products, and adult incontinence products [3] - The company employs a multi-brand strategy to offer a wide range of absorbent hygiene products in China, with brands such as "Cotton Hour," "JiaoTian Baby," and "Beimu Le" for baby care, and "Weiyue" and "Blue Cotton Flower" for female hygiene products [3]
广合科技拟港股IPO 中国证监会要求说明境内子公司是否存在不得境外发行上市情形
Zhi Tong Cai Jing· 2025-09-05 12:12
Group 1 - The China Securities Regulatory Commission (CSRC) has published additional requirements for overseas listing applications, specifically for Guanghe Technology (001389) [1] - CSRC requires Guanghe Technology to clarify whether its domestic subsidiaries fall under the prohibited circumstances for overseas issuance and listing as per the relevant regulations [1] - Guanghe Technology has submitted its listing application to the Hong Kong Stock Exchange, with CITIC Securities and HSBC acting as joint sponsors [1] Group 2 - CSRC also demands clarification on whether the business scope and actual operations of the issuer and its subsidiaries involve areas restricted or prohibited for foreign investment according to the negative list [1] - Guanghe Technology is a leading global manufacturer of key components for computing servers, focusing on the research, production, and sales of customized PCBs for computing servers and other computing scenarios [1] - The company offers PCBs for computing scenarios, industrial scenarios, and consumer scenarios [1]
兆易创新拟港股上市 中国证监会要求补充说明是否存在境外发行上市禁止性情形等事项
Zhi Tong Cai Jing· 2025-08-29 13:22
Group 1 - The China Securities Regulatory Commission (CSRC) has requested Zhaoyi Innovation (603986.SH) to provide supplementary information regarding its overseas listing application, including potential prohibitive circumstances for the issuance [1] - Zhaoyi Innovation submitted its listing application to the Hong Kong Stock Exchange on June 19, 2025, with CICC and Huatai International as joint sponsors [1] - The CSRC has outlined specific areas for Zhaoyi Innovation to clarify, including the establishment and changes in shareholding of its predecessor, Zhaoyi Limited, and the operational compliance of its domestic subsidiaries [1] Group 2 - The company is a global leader in diversified chip design, offering a range of products including Flash, niche DRAM, MCU, analog chips, and sensor chips, along with corresponding algorithms and software solutions [2] - The company operates on a fabless business model, focusing on integrated circuit design and R&D to maintain technological leadership [2] - According to a report by Frost & Sullivan, the company is a market leader in multiple sectors and is the only integrated circuit design company globally ranked in the top ten for NOR Flash, SLC NAND Flash, niche DRAM, and MCU as of 2024 [2]