New Stock News | Zaihui Network plans to launch an IPO in Hong Kong. The China Securities Regulatory Commission requires supplemental information on shareholder transparency and other related matters.

On May 8th, the China Securities Regulatory Commission announced the requirements for disclosing supplementary materials for overseas listing and issuance (April 27, 2026 - May 8, 2026). Among them, the CSRC requested Zaihui Network to provide further explanations on the legality of the equity structure construction and the reverse merger, as well as the transparency of the shareholders. According to the disclosure by the Hong Kong Stock Exchange on February 13th, Zaihui Inc. submitted an application for listing on the Hong Kong Stock Exchange Main Board, with Guotai Haitong as its exclusive sponsor. The CSRC requested Zaihui Network to provide further explanations on the following matters and requested legal verification and clear legal opinions: 1. Regarding the legality of the equity structure construction and the reverse merger, please explain (1) whether shareholders holding more than 5% have completed the foreign exchange registration in accordance with the "Notice on Issues Concerning the Exchange Control of Domestic Residents through Special Purpose Companies for Overseas Investment and Financing and Return Investment" (Document No. 37), and whether domestic institutional shareholders have completed the domestic regulatory procedures for foreign investment; (2) In the process of acquiring assets or equity of domestic companies, please explain the transaction consideration, pricing basis, tax payment situation, and whether it complies with the "Provisions on Foreign Investors' Acquisition of Domestic Enterprises"; (3) Provide conclusive opinions on whether the equity structure construction and reverse merger process comply with the relevant foreign exchange management, overseas investment, foreign investment, and tax regulations at that time. 2. Regarding the transparency of shareholders, strictly follow the requirements of the "Regulatory Rules Application Guidelines - Overseas Issuance and Listing Type No. 2" (hereinafter referred to as "Regulatory Guidelines No. 2"), (1) Explain the situation of the largest shareholder and other shareholders who have a significant impact on the issuer, as required for controlling shareholders and ultimate controlling parties of the issuer; (2) Explain the basic situation and penetration of shareholders holding more than 5%, and if there are domestic entities among the investors, provide information on these entities and whether they are prohibited from holding shares by laws and regulations. 3. Regarding the newly added shareholders in the past 12 months, please explain the basic situation of the new shareholders, the subscription price, pricing basis, and provide a clear conclusive opinion on whether the subscription price is fair and reasonable and whether there is any conflict of interest. 4. Regarding equity incentive, please explain (1) the implementation of equity incentive plans before the initial public offering in strict accordance with "Regulatory Guidelines No. 2"; (2) For equity incentive plans implemented after the initial public offering, explain the basic situation of the incentive recipients, conduct verification explanations on the participation of departed employees, consultants, or external personnel in the equity incentive; (3) provide a clear conclusive opinion on the legality and compliance of the equity incentive and whether there is any conflict of interest. 5. Regarding business operations, please explain (1) the specific situation of the issuer and its subsidiaries engaging in digital advertising placement, online promotion services, online store image optimization, etc., and the relationship with the design, production, agency, and distribution of various advertising businesses; (2) Shanghai Shenhui is engaged in professional intermediary activities and holds a labor dispatch license, while Shanghai Xijing is engaged in radio and television program production operations, please explain the specific business operations, including the business model, income scale and proportion, and the relationship with the main business. 6. Regarding the onshore operating entity, please explain (1) whether there are any major lawsuits or arbitration cases that have a significant adverse impact on the financial condition and business operations of the issuer or constitute substantial obstacles to the issuance and listing in accordance with "Regulatory Guidelines No. 2"; (2) The legal opinion stated "in addition to the above administrative penalties, Shanghai Zaihui was not subject to any significant administrative penalties by regulatory authorities for violations of domestic regulatory requirements during the reporting period", please explain the specific circumstances of the administrative penalties and whether they constitute substantial obstacles to the issuance and listing; (3) Provide conclusive opinions on whether the changes in ownership of the main onshore operating entities are legal and compliant. 7. Please strictly follow Article 8 of the "Administrative Measures for the Issuance of Securities and Listing Overseas by Domestic Enterprises" to explain whether there are any situations that prohibit offering securities and listing overseas. The prospectus shows that Zaihui is China's largest provider of online operation and marketing solutions for the catering industry. As a provider of AI-first solutions, Zaihui assists local businesses in management, marketing, and profitability. The full-stack model seamlessly integrates strategy and execution, providing comprehensive solutions covering store diagnostics, automated operational recommendations, and precise traffic acquisition. Zaihui strategically prioritizes AI, embedding intelligent tools directly into internal operations to handle large amounts of multi-platform data for autonomous, high-quality execution, and expansion based on the needs of businesses.