New stock news | Xinhua Xing plans to IPO in Hong Kong. The China Securities Regulatory Commission requires it to provide additional explanations on the compliance of building offshore structures and reverse mergers.
03/04/2025
GMT Eight
On April 3, the China Securities Regulatory Commission announced the disclosure of supplementary materials required for overseas issuance and listing (March 28, 2025 - April 2, 2025). The CSRC requires Xinhua Xinxin to provide further clarification on the offshore structure set up by the issuer and the procedures related to inbound investments, foreign exchange registration, overseas investments, foreign investment, taxation, etc., and to provide conclusive opinions on compliance. According to the disclosure by the Hong Kong Stock Exchange on January 24, Xinhua Xinxin submitted an application to list on the main board of the Hong Kong Stock Exchange, with CITIC SEC and Daiwa acting as the joint sponsors.
The CSRC requested the company to provide clarification on the following matters, and requested lawyers to verify and provide clear legal opinions:
1. Regarding the compliance of setting up offshore structure and inbound mergers and acquisitions, please explain:
(1) Specific compliance with the foreign exchange registration, overseas investment, foreign investment, taxation, and other regulatory procedures involved in setting up the offshore structure and inbound investments, and provide conclusive opinions on compliance;
(2) Pricing basis, payment methods, payment terms, and compliance of the acquisition of equity of Xinhua Xinxin Software and its holding subsidiaries, Xunhe Beijing and its holding subsidiaries, as well as the fairness of acquisition pricing, tax declaration and payment by the transferors in the equity transfer process, and whether it complies with the regulations on foreign investors acquiring domestic enterprises;
(3) Conclusive opinions on the legality of the establishment of the issuer and major domestic operating entities and their equity changes.
2. Regarding business operations, please explain whether the issuer and domestic operating entities are involved in developing and operating websites, mini programs, apps, public accounts, etc., whether they provide information content to third parties, the types of information content provided, and information security measures; also explain the scale of collected and stored user information, data collection and usage, arrangements or measures for personal information protection and data security before and after listing.
3. Please specify the issuer's listing plan, including the par value per share, the number of shares to be issued (including over-allotment option), the percentage of total post-issuance shares, the expected amount of funds to be raised, and provide a list of changes in the equity structure before and after the overseas listing in the case of full exercise of the over-allotment option.
According to the prospectus, Xinhua Xinxin is a leading Chinese provider of intelligent software technology services and solutions for the international market. The company has built full-stack data intelligence technology capabilities, end-to-end software engineering capabilities, and has accumulated rich industry experience in industries, finance, public utilities, etc. According to Zhishi Consultancy data, based on the revenue from providing software technology services and solutions in 2023, this company is the largest recipient of Japanese software technology services and solutions in China.