HEXIA Technologies Co., Ltd. Receives Supplementary Material Requirements for Overseas Listing Record-Filing, Focusing on Full Verification and Dispute Screening of Historical Nominee Shareholding Held by Controlling Shareholder
NewTimeSpace News: HEXIA Technologies Co., Ltd. is required to supplement explanations covering compliance of historical equity changes and capital contributions, fairness of pricing for newly admitted shareholders together with tax payment status, reserved shares in employee shareholding platforms and arrangements for resigned participants, full penetration verification of historical nominee shareholding of the controlling shareholder and assessment of title disputes, compliance with foreign investment access rules, and title status of full-circulation shares during its record-filing procedure for overseas securities offering and listing. Legal counsel shall conduct comprehensive penetration verification and issue legal opinions on all the aforesaid matters.
NewTimeSpace News: Recently, HEXIA Technologies Co., Ltd. has received supplementary material requirements issued by regulatory authorities in the course of record-filing for its overseas securities offering and listing.
Pursuant to the requirements, the Company shall, in the first place, supplement the prices and pricing basis of all previous capital increases and equity transfers, assess whether abnormal share subscription prices or benefit transfer exist, verify the status of paid-in capital contributions and whether any capital contribution defects are present, and issue definitive conclusive opinions on the legality and compliance of the Company’s establishment and all historical equity changes, as well as the Company’s qualification and valid subsistence status as a legal entity.
Second, the Company shall supplement the pricing basis for share subscription prices of new shareholders admitted within 12 months prior to the submission of overseas listing record-filing application, the causes and rationality of price differences compared with concurrent capital increases, clarify the individual income tax payment status of transferors, and issue definitive conclusive opinions on whether any benefit transfer exists.
Third, the Company shall supplement whether the employee shareholding platform holds reserved or ungranted shares; for incentive participants who still hold incentive shares after resignation, clarify whether such holdings comply with relevant contractual agreements and whether existing or potential disputes arise therefrom.
Fourth, the Company’s controlling shareholder once held shares via nominee arrangements. The Company shall set out a table specifying the names of the nominee and beneficial owner, proportion of nominee-held shares, start and end dates of the nominee arrangement, and means to terminate nominee shareholding; elaborate on the causes, evolution and legality & compliance of nominee shareholding, existing or potential disputes, and whether the beneficial owner during the nominee period is an entity prohibited from holding shares under applicable laws and regulations (including any breach of non-compete obligations). Combined with the above information, the Company shall explain whether the equity held by the controlling shareholder involves material title disputes in accordance with Article 8 of theInterim Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises.
Fifth, the Company shall supplement whether the business scopes and actual operations of the Company and its subsidiaries involve sectors restricted or prohibited for foreign investment, and whether the Company will continuously meet foreign investment access requirements after the proposed offering, listing and full-circulation implementation.
Sixth, the Company shall explain whether shares held by shareholders intending to participate in full-circulation are subject to pledges, judicial freezes or other title defects.
Legal counsel shall conduct verification procedures and issue definitive legal opinions on all the aforesaid matters.
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