The China Securities Regulatory Commission requires Chengyi Biology to provide additional information on the establishment of its equity structure and related matters such as reverse mergers and acquisitions.
On January 19, the website of the China Securities Regulatory Commission disclosed the requirement for the public disclosure of supplementary materials for overseas issuance and listing filing, requesting Chengyi Biosciences to provide further clarification on the compliance of equity structure construction and reverse mergers, share capital situation, onshore operating entities, etc., and to have lawyers verify and provide clear legal opinions.
Regarding the compliance of equity structure construction and reverse mergers, the CSRC requires the company to explain: whether shareholders holding more than 5% of the shares have completed foreign exchange registration in accordance with the "Notice on Issues Related to Domestic Residents' Overseas Investment and Financing through Special Purpose Companies and Return Investment", and whether domestic institutional shareholders have complied with domestic regulatory procedures for overseas investments; for acquisitions of domestic entities during the red-chip structure construction process, explain the transaction price, pricing basis, tax payment and whether it complies with the provisions on the acquisition of domestic enterprises by foreign investors; for the historical reduction of the domestic operating entity capital, explain the transaction price, pricing basis, fairness, compliance with relevant decision-making procedures, tax payment, whether there is false capital injection or capital extraction, and compliance with the "Company Law" and tax-related laws and regulations; and the conclusion that the equity structure construction and reverse mergers process comply with the then-effective foreign exchange, overseas investment, foreign investment, tax management and other regulatory requirements.
Regarding the share capital situation, the CSRC requires clarification on whether the shareholding proportions of Hangzhou AstraZeneca China Jin and AstraZeneca UK Limited should be combined for calculation, whether a verification explanation should be provided for Hangzhou AstraZeneca China Jin based on the standard of shareholders holding more than 5%; the specific arrangement of the appointment of directors and observers in special shareholder rights and whether it affects the determination of control rights, any changes in control rights before and after listing should be fully explained; whether there is shareholding in the history of the issuer; whether the entry price of new shareholders in the past 12 months is fair, reasonable, and whether there is any benefit transfer; whether domestic individuals in equity incentives have completed foreign exchange registration procedures, explain the participation of consultants in accordance with the "Applicable Guidelines on Regulatory Rules - Overseas Issuance and Listing No. 2", and provide clear conclusive opinions on whether there is any benefit transfer in equity incentives.
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