New stock news | Metro plans to list in Hong Kong IPO, China Securities Regulatory Commission requires a listing explanation of changes in equity structure before and after issuance.

date
26/07/2024
avatar
GMT Eight
On July 26, the China Securities Regulatory Commission (CSRC) publicized the requirements for supplementary materials for overseas issuance and listing applications (from July 19, 2024 to July 25, 2024). Among them, the CSRC requires Metro to explain the changes in equity structure before and after the issuance. According to the disclosure by the Hong Kong Stock Exchange on June 28, Metro Supply Chain Co., Ltd. has submitted an application for listing on the main board of the Hong Kong Stock Exchange, with UBS Group and CMSC International as its joint sponsors. In addition, Metro needs to provide further explanations and have lawyers verify and provide clear legal opinions on the following: Regarding the establishment of the structure, (1) please explain the specific situations and compliance conclusions regarding the establishment and changes in the foreign investment procedures of Metro China, Tongfu Trading, Guangdong Metro, Zhiwang Yijia, Shenzhen Youze, and Shanghai Tongba Koutu. (2) Please explain the price, pricing basis, fairness, payment methods, payment time, tax payment situation, and issue a conclusive opinion on the compliance of Metro's acquisition of the equity of Metro China and Shanghai Tongba Koutu, involving the reverse merger process. (3) For Tongfu Trading's acquisition of domestic enterprise equity through mergers, please explain the price, pricing basis, fairness, payment methods, payment time, tax payment situation, and issue a conclusive opinion on the compliance of the reverse merger process. (4) Explain in detail the specific compliance of the offshore structure construction and the foreign investment, foreign investment, foreign exchange management, tax, and other regulatory procedures related to the reverse investment, and issue a conclusive opinion on compliance. Regarding shareholders, (1) please explain the basic situation of Chinese natural persons after penetration by Beijing Muhong Management Consultation Co., Ltd. and Hong Xing Capital Holdings I, Limited, compliance with foreign investment procedures, and whether there are entities prohibited from holding shares by laws and regulations. (2) Basic situation of shareholders after Tropical Power's penetration. (3) The basis for not recognizing Market Guard as a shareholder holding more than 5%. (4) The compliance of state-owned shareholders in performing state-owned share identification and other state-owned asset management procedures. (5) Please disclose the basic situation of existing shareholders in the legal opinion. Regarding compliance operations, please explain: (1) the specific situation and compliance conclusion of the company's leasing business, and whether it involves real estate development and sales. (2) Whether the company's consultancy business involves the social investigation field in the "Special Administrative Measures for Foreign Investment Access (Negative List) (2021 Edition)". (3) If the company's domestic operating entity's business scope involves retail.

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