Momenta Global Receives Supplementary Material Requirements After Record-Filing, Focusing on Full Compliance of Round-Trip M&A and Aggregate Calculation of Connected Shareholders

NewTimeSpace News: Recently, Momenta Global, which has completed overseas listing record-filing and shifted from confidential filing to public status, received supplementary material requirements from regulatory authorities. The Company shall elaborate on multiple matters including full-process compliance of round-trip M&A, aggregate calculation of shareholdings for connected shareholders, pricing fairness of new investors, qualification compliance for online car-hailing businesses, historical evolution of domestic operating entities and independence of sponsors, with legal counsel conducting verification procedures and issuing explicit legal opinions.

Pursuant to the requirements, the Company shall first illustrate the compliance of equity structure establishment and round-trip M&A: Shareholders holding 5% or more equity shall confirm whether they completed foreign exchange registration in accordance with theCircular on Foreign Exchange Administration for Offshore Investment, Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles (Circular 37); domestic institutional shareholders shall clarify completion of domestic regulatory procedures such as outbound investment filings. For domestic entity acquisitions undertaken during red-chip structure establishment, the Company shall disclose transaction consideration, pricing basis and tax payment status, and verify compliance with theRegulations on Merger and Acquisition of Domestic Enterprises by Foreign Investors. If domestic operating entities underwent capital reduction in their history, the Company shall specify transaction consideration, pricing basis and fairness, completion of relevant decision-making procedures and tax payment records, confirm absence of false capital contribution or capital flight, and verify compliance with the Company Law and applicable tax laws and regulations. Conclusive compliance opinions shall be issued to confirm that the entire structure establishment process complied with effective foreign exchange, outbound investment, foreign investment and tax regulatory provisions prevailing at the time.

Second, the Company shall fully disclose changes to share capital and shareholders since the issuer’s incorporation. Shareholders Alisoft China, ANTFIN SINGAPORE, YF Momenta and Accelerator are mutually connected; the Company shall explain whether their shareholdings shall be aggregated and subject to penetration verification standards applicable to 5%+ shareholders. In accordance with regulatory guidelines, disclose details of equity incentive participation by resigned employees, consultants and external personnel, and issue definitive opinions on whether benefit transfer exists under the incentive plan. Clarify whether state-owned shares are present in the issuer’s share capital, and confirm completion of corresponding state-owned asset supervision procedures if applicable.

Third, itemize share subscription prices, pricing bases and causes of price discrepancies for all new shareholders admitted within the latest 12 months, and render definitive conclusions on whether subscription prices are fair and reasonable and whether benefit transfer exists. Disclose that new shareholders Gaorong Partners Fund VI, L.P. and Gaorong Partners Fund VI-A, L.P. are controlled by the same general partner, and specify the name of such controlling entity. New shareholders CICC Qichen Phase II Fund and Beijing Intelligent Connected Vehicle Fund maintain connected relationships with China International Capital Corporation Hong Kong Securities Limited, the sponsor of the proposed offering; assess whether such connections impair the objective and impartial performance of intermediary duties.

Fourth, the business scopes of the Issuer’s subsidiaries include online car-hailing operation and road passenger transportation services. If such businesses are actually operated, elaborate on specific operation status, revenue scale and revenue proportion. Fifth, fully disclose key domestic operating entities of the Issuer in compliance with regulatory guidelines, and list material associate companies in tabular form. Explain the rationale, transaction consideration, pricing basis and fairness of the July 2018 capital increase investment in Beijing Momenta by Hubei Changjiang NIO New Energy Industry Development Fund Partnership and Hubei Changjiang NIO New Energy Investment Management Co., Ltd., as well as their equity transfer exit in August of the same year. Issue conclusive opinions on the legality and compliance of all historical equity changes of core domestic operating entities. Legal counsel shall conduct verification procedures and issue definitive legal opinions covering all above matters.