COREE Company Limited Receives Supplementary Materials Request for Overseas Listing Filing, Focusing on Pledge Risks of All Shares and Full Compliance of Round-Trip M&A

NewTimeSpace News: Recently, COREE Company Limited has received a request for supplementary materials from regulatory authorities during the filing process for its overseas listing. The company needs to explain issues including compliance of round-trip M&A, risks arising from the pledge of all shares, rectification of administrative penalties imposed on domestic operating entities, and consistency of the listing plan. Legal counsel shall conduct verification and issue explicit legal opinions accordingly.

As required, the company shall first disclose the transaction consideration, pricing basis and tax payment status in the process of acquiring assets and equity of domestic enterprises, and demonstrate compliance with theProvisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors. It shall also deliver conclusive opinions proving that the establishment of equity structure and the entire round-trip M&A process complied with the effective regulations on foreign exchange administration, outbound investment, foreign investment and taxation at that time.

Second, the share issuance to actual controller Lin Zhongrun for the acquisition of shares of Gaolizhimu in October 2025 has not been completed. The company shall update the filing documents promptly upon deal closing. All shares of the issuer have been pledged. Combined with the reasons for pledge, contract performance and solvency of relevant parties, the company shall analyze whether there are major ownership disputes over the shares held by the controlling shareholder and actual controller, and whether any prohibited circumstances specified in Article 8 of theTrial Measures for the Administration of Domestic Enterprises Offering and Listing Securities Overseasexist.

Third, some domestic operating entities of the issuer have received administrative penalties for violations in market supervision, fire control, environmental protection and other areas. The company shall elaborate on specific rectification work, as well as measures and outcomes for strengthening compliance management in the follow-up. Zhangjiakou Oufuman owns buildings without completing planning permission and completion acceptance formalities, which carries risks of administrative penalties. The company shall assess whether such issues constitute major illegal acts and substantial obstacles to this listing. Beijing Runmeikang is involved in an ongoing lawsuit. Based on case details and trial progress, the company shall explain whether the litigation will materially adversely affect its financial condition and business operations, or pose substantial obstacles to the offering. In addition, conclusive opinions shall be issued on the legality and compliance of all historical equity changes of major domestic operating entities.

Fourth, the maximum number of shares to be issued as stated in the filing documents and prospectus shall be consistent. In case of discrepancies, revised filing reports or prospectuses shall be submitted. If the number of issued shares and the size of raised funds are increased in the prospectus, the use plan of raised funds shall be updated accordingly. Legal counsel shall complete verification procedures and issue explicit legal opinions on all the above items.