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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
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has issued supplementary material requirements for Megatech Co., Ltd. regarding its offshore structure and compliance with regulations related to its acquisitions and shareholder information [1][2]. Group 1: Regulatory Compliance - CSRC requires Megatech to clarify the compliance of its offshore structure and return acquisitions, including foreign exchange management, overseas investment, foreign investment, and tax management [1]. - The company must provide details on the pricing basis, payment methods, payment terms, and tax obligations related to its acquisition of Megatech Robotics from March 2022 to April 2023 [1][2]. - CSRC is also interested in the compliance of Megatech's domestic operational entities and has noted that no serious violations of Chinese law were found in the legal opinion [2]. Group 2: Shareholder Information - The company was established in October 2021, with its founders holding all shares through three offshore entities, and must explain any changes in the shareholding structure during this period [2]. - CSRC requires information on the background of actual controllers and their involvement in the company, including the timing and pricing of their investments [2][3]. - Erhai Liu, through two offshore entities, holds 13.39% of Megatech's shares, and the company must provide detailed information about these shareholders and their actual controllers [3]. Group 3: Financial Performance - Megatech has experienced rapid revenue growth, with revenues of 455 million yuan, 663 million yuan, and 930 million yuan from 2022 to 2024, respectively [4]. - Despite revenue growth, the company has incurred significant losses, totaling 7.59 billion yuan, 7.42 billion yuan, and 7.80 billion yuan over the same period, with a cumulative loss of 22.81 billion yuan [4]. - The primary reason for the losses is high R&D expenditures, which amounted to 3.40 billion yuan, 3.08 billion yuan, and 3.94 billion yuan over the three years, accounting for nearly 50% of total losses [4].