MAZO TECH Receives CSRC Supplementary Document Request for Overseas Listing Filing, Regulators Focus on Full Review of Historical Nominee Shareholding and Background of External Personnel’s Equity Participation

NewTimeSpace News: Recently, Kunshan MAZO Tech Co., Ltd. has received a supplementary materials notice from regulators in the course of its overseas offering and listing filing. The Company is obligated to provide detailed explanations on the following matters, with its legal counsel to carry out comprehensive verification and issue definitive legal opinions.

First, the Company shall supplement disclosure of the transaction prices and pricing basis for all capital increases and equity transfers throughout its history, assess whether abnormal subscription prices or benefit transfer exist, verify the status of paid-in capital and any capital contribution defects, and render conclusive opinions on the legality and compliance of the Company’s establishment and all historical equity changes, as well as the Company’s valid legal personality and continuous legal existence.

Second, the Company shall supplement details of all historical nominee shareholding arrangements, including identities of both nominee and beneficial owners, proportion of shares held under nominee arrangements, commencement and termination dates of nominee holdings, and methods for unwinding nominee structures. Combined with the beneficial owners’ employment positions during the nominee holding period, the Company shall further elaborate on the causes, evolution, compliance, existing or potential disputes of such nominee shareholding arrangements in accordance with regulatory guidelines. It shall also verify whether the beneficial owners during nominee holding fell under categories prohibited from holding equity by applicable laws and regulations (including any breach of non-compete obligations). Based on the foregoing facts, the Company shall explain whether material title disputes exist over equity held by controlling shareholders pursuant to Article 8 of the Trial Measures for Domestic Enterprises Issuing Securities and Listing Overseas.

Third, the Company shall clarify whether all participants in the employee equity incentive plan are bona fide employees of the Company, detailing their personnel composition and job roles, and verify any affiliated relationships between participants and other shareholders, directors, supervisors or senior management of the issuer. If external third parties hold equity in the scheme, the Company shall explain the rationale and background of their subscription, subscription price, pricing basis and source of subscription funds. If external investors subscribed at prices identical or close to those applicable to internal employees, the Company shall demonstrate that no benefit transfer is involved. Disclosure shall also be provided on whether any reserved or unallocated share pools exist within the employee shareholding platform.

Fourth, the Company shall supplement explanations on whether the business scope and actual operations of the Company and its subsidiaries fall within sectors restricted or prohibited for foreign investment, and confirm continuous compliance with foreign investment access requirements following the proposed offering, listing and full-circulation implementation.

Fifth, the Company shall supplement detailed disclosure of completed regulatory procedures for overseas investment and foreign exchange registration applicable to its overseas subsidiaries, together with conclusive compliance opinions.

Sixth, the Company shall supplement disclosure of whether shares held by shareholders participating in the full-circulation scheme are subject to pledges, freezing orders or other title encumbrances. Legal counsel shall complete verification procedures covering all aforementioned items and issue clear legal opinions.