Mountain-island Sea (SYH.US) is planning to list on Nasdaq. The China Securities Regulatory Commission requires an explanation of the compliance of the equity structure and reverse mergers.

On December 6, the China Securities Regulatory Commission announced the requirements for supplementary materials for overseas issuance and listing (November 29, 2024 - December 5, 2024), which includes a request for Shan Yu Hai (SYH.US) to provide further clarification on the equity structure construction and the compliance of the reverse merger. On December 3, Shan Yu Hai filed an initial public offering (IPO) application with the U.S. Securities and Exchange Commission (SEC), planning to raise up to $9 million, and aiming for a listing on the Nasdaq. The China Securities Regulatory Commission requested Shan Yu Hai to provide further explanations on the following matters, with legal counsel verification and clear legal opinions: 1. Regarding the compliance of the equity structure construction and reverse merger: Details needed on the transaction price, pricing basis, payment terms, tax payments, and compliance with regulations for the acquisition of Hangzhou Xi'An Industrial Co., Ltd. by Von Krone Limited and Zhejiang Xi'an Health Services Co., Ltd., as well as the foreign exchange registration process for Zhejiang Xi'an, Hangzhou Xi'An, and Zhejiang Shan Yu Hai. Explain the reasons for the shareholding arrangement after the transfer of 80% of Hangzhou Xi'An's equity to Zhejiang Xi'An. Provide conclusions on the legality and compliance of offshore and reverse investment processes. 2. Regarding the situation of the actual controller, clarifications needed on why Xiong Xiong is recognized as the actual controller while Xiong Lin Man is not identified as a joint actual controller, despite both of them indirectly owning 85% and 15% of the company's shares respectively. 3. Regarding the main business operations, provide information on the customer sources for accommodation services, health product sales, and package tours; explain if there are overlaps in customer base, and if health product sales depend primarily on package tours. Also, disclose any illegal activities such as forced transactions, sales of counterfeit drugs, false advertising, etc., during the reporting period. 4. Regarding the onshore operations, explain if the businesses of Zhejiang Xi'An and Zhejiang Shan Yu Hai are actually engaged in the second type of value-added telecommunications services, and if they have the necessary qualifications. Detail the specific business types involved with the ICP certificate held by Hangzhou Xi'An. Provide legal opinions on the legitimacy and compliance of the establishment and equity changes of the main onshore operating entities. 5. Concerning the data compliance, detail the websites, APPs, and other products developed and operated, including information on the operation entities, user data collection, storage, usage, and any sharing with third parties. Explain the arrangements or measures for personal information protection and data security before and after listing. Shan Yu Hai provides health solutions for middle-aged and elderly people in China through its subsidiary Xi'An Health. The company operates in several major cities such as Shanghai, Hangzhou, Jiaxing, Anji, Weihai, Huangshan, and Liyang. The company generates revenue through five main business categories: health food, accommodation services, health management services, health camps, and selected products.