New stock news | Focus International plans to list on the Hong Kong Stock Exchange. The China Securities Regulatory Commission requires additional clarification on the establishment of the offshore structure and the compliance of the return merger.
Focus International plans to list on the Hong Kong stock market. The China Securities Regulatory Commission has requested additional explanation on the compliance of setting up an offshore structure and reverse mergers.
On September 5th, the China Securities Regulatory Commission (CSRC) announced the "Supplementary Material Requirements for Overseas Issuance and Listing (August 29, 2025 - September 4, 2025)", and the CSRC's International Department issued supplementary material requirements to 12 companies. Among them, the focus international was required to provide supplementary explanations on establishing offshore structures and the compliance of reverse mergers, among other matters. It is reported that on June 26, 2025, the focus international submitted an application for listing to the Hong Kong Stock Exchange, with Jianquan Financing Limited as the exclusive sponsor.
The CSRC requested the focus international to provide the following information, for lawyers to review and provide clear legal opinions:
1. Regarding the compliance of establishing offshore structures and reverse mergers, please explain: (1) the specific compliance with foreign exchange registration, overseas investment, foreign investment, tax and other regulatory procedures related to the establishment of offshore structures and reverse investments, and provide conclusive opinions on compliance; (2) the pricing basis, payment methods, payment terms and compliance of acquiring domestic operating entities Focus Health and JoyCare, whether they comply with the regulations on the acquisition of domestic enterprises by foreign investors, as well as the tax reporting obligations of the transfer parties in the equity transfer process; (3) the pricing basis and fairness of the share repurchase in May 2025, as well as the tax payment situation; (4) the reasonableness of the new shareholder Centrum BVI's subscription price, and whether there are any abnormal circumstances in the subscription consideration.
2. Regarding the situation of domestic operating entities, please explain: (1) the reasons for the unpaid registered capital of domestic operating entities Focus Health and JoyCare, its compliance, and its impact on the company's operations and debt repayment capacity; (2) the pricing basis for the capital increase and equity transfer prices of domestic operating entities Focus Health and JoyCare in the past, whether the capital has been paid in, whether there are instances of failure to fulfill capital obligations, flaws in the capital contribution method, and provide clear conclusions on the legality and compliance of previous equity changes; (3) in May 2022, two shareholders of domestic operating entity JoyCare transferred their shares in whole or in part for no consideration, resulting in a change in control of JoyCare. Please explain the reasons for the aforementioned free transfer, and whether there is a nominee holding situation. If so, please conduct a review in accordance with the requirements of the "Regulatory Rules Application Guide - Overseas Issuance and Listing No. 2" for nominee holdings.
3. Please specify the type of auditor's opinion in the filing report in accordance with the "Regulatory Rules Application Guide - Overseas Issuance and Listing No. 2".
4. Please strictly comply with Article 8 of the "Administrative Measures for the Issuance and Listing of Securities Overseas by Domestic Enterprises" to explain whether the company and the domestic operating entities have any prohibitive circumstances for overseas issuance and listing, and request lawyers to review and provide clear legal opinions.
5. Please explain the size of the fundraising after the full exercise of the over-allotment option.
The prospectus shows that Focus International is mainly engaged in the manufacture and sale of absorbent hygiene products, as well as the sale of hygiene product materials. The company's absorbent hygiene products can be divided into three categories: baby care products, female care products, and adult incontinence products. In addition, the company also sells hygiene product materials. Through a multi-brand strategy, the company mainly provides a wide variety of absorbent hygiene products in China. "All Cotton Hours", "Focus Baby", and "Bemlou" are the company's baby care products, while "Weiyue" and "Blue Cotton Flower" are the company's female care products.
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