New Stock News | Nuwa Technology Plans to List on the Hong Kong Stock Exchange, The China Securities Regulatory Commission requires supplementary explanations on the establishment of the equity structure and the compliance of the return and acquisition framework.

On December 26, the China Securities Regulatory Commission announced the "Supplementary Materials Requirements for Overseas Issuance and Listing Record Filing (December 22, 2025 to December 26, 2025)." The International Department of the China Securities Regulatory Commission disclosed the supplementary materials requirements for 19 companies, including the requirement for Nuwa Technology to provide further clarification on the legality of equity structure construction and reverse mergers. It is reported that Nuwa Technology submitted its documents to the Hong Kong Stock Exchange on September 16, 2025, with J.P. Morgan and HSBC as joint sponsors. The China Securities Regulatory Commission requested Nuwa Technology to provide further explanations on the following matters, and requested lawyers to verify and provide clear legal opinions: 1. Regarding the legality of equity structure construction and reverse mergers. Please explain (1) whether shareholders holding more than 5% have registered foreign exchange according to the "Notice on Issues Concerning Domestic Residents' Overseas Investment and Financing through Special Purpose Companies and Reverse Investment Foreign Exchange Management, and whether domestic institutional shareholders have complied with domestic regulatory procedures for overseas investment; (2) If the establishment of a red-chip structure involves the acquisition of domestic entities, please explain the transaction price, pricing basis, tax payment, etc., and whether it complies with the "Provisions on the Acquisition of Domestic Enterprises by Foreign Investors; (3) Whether Hong Kong companies have fulfilled the obligations of foreign investment information reporting and foreign exchange management procedures when establishing Nuwa (Shanghai) Business Information Consulting Co., Ltd., and Nuwa (Wuxi) Business Information Consulting Co., Ltd.; (4) Provide conclusive opinions on whether the equity structure construction and reverse merger process complies with the then-effective foreign exchange management, overseas investment, foreign investment, tax management, and other regulatory provisions. 2. Regarding the identification of controlling shareholders and actual controllers. (1) Please explain the identification of controlling shareholders and actual controllers based on the current shareholder holding situation, and if there are changes in the basis for determining controlling rights before and after listing, the relevant circumstances should be explained; (2) According to the requirements of controlling shareholders and actual controllers, please explain and verify Lu Min, ZA ONLINE, and the entities controlled by them; (3) Please explain whether the basis for ZA ONLINE's control of D... 3. Regarding the share capital situation. (1) Please provide additional explanations and verification of the entry of CentralPine and Glenunga shareholders according to the standards for new shareholders, and explain whether the prices of new shareholders entering in the past 12 months are fair and reasonable, and whether there is any transfer of benefits; (2) Please explain whether HSG Venture VII Holdco, Ltd. is a foreign private equity fund, whether the entry price is reasonable and fair, whether there are domestic entities among the top investors, and whether there are entities prohibited from holding shares by laws and regulations; (3) Please explain if there are external personnel, ex-employees, and consultants involved in equity incentives, if there are such entities, please explain the relevant situation according to the "Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2," and provide a clear and conclusive opinion on whether there is any transfer of benefits in equity incentives; (4) Whether there is shareholding by proxy in the historical evolution of the issuer. 4. Regarding business operations and senior management of the company. (1) Please describe in simple language the business model of the issuer and the specific situation involving AI big models, including application scenarios, specific functions, etc.; (2) Please explain the specific countries or regions where the foreign residential rights held by the issuer's senior management are involved. 5. Regarding domestic operating entities. (1) Please explain major litigation and arbitration cases according to the "Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2"; (2) Please explain the specific business scope related to the value-added telecommunications business license held by the domestic operating entities, whether the business scope of domestic enterprises (including subsidiaries) and actual operations involve areas covered by the "Special Management Measures for Foreign Investment Access (Negative List) (2024 Edition)," and whether they continue to meet the requirements for foreign investment access before and after listing. The prospectus shows that Nuwa Technology, as a leading AI technology company in the Chinese insurance industry with full-stack risk analysis capabilities, provides AI technology to empower the entire lifecycle of insurance transactions, with a special focus on two key segments - underwriting processes and claims management processes. According to a Frost & Sullivan report, based on the number of insurance cases handled in 2024, Nuwa Technology is the largest independent AI technology company in the Chinese insurance industry, and based on revenue in 2024, the company is the largest AI technology company in the Chinese health insurance industry with full-stack risk analysis capabilities. As of December 31, 2024, Nuwa Technology's solutions have been adopted by 90 insurance companies, including eight of the top ten insurance companies in China based on premium income in 2024. As of June 30, 2025, the company has handled a total of 204 million underwriting reviews and claims investigations, serving over 41 million underwriting and claims customers of insurance companies. Since its establishment until June 30, 2025, the company has also facilitated the payment of RMB 10.7 billion in first-year premiums.