Wecon Probiotics Receives CSRC International Department Supplementary Filing Requirements, Covering Nine Items Including Actual Controller Determination, New Shareholder Subscription Prices and Equity Incentives

NewTimeSpace News: The CSRC International Department has issued supplementary filing requirements to Wecon Probiotics for its overseas issuance and listing, requiring supplementary explanations and legal opinions on nine items including actual controller determination, fairness of subscription prices of new shareholders including Boyu Xinzhi, compliance of previous equity incentive plans (including the 2023 incentive involving only the actual controller), the foreign investment negative list and title defects of shares under "full circulation".

NewTimeSpace News: According to the CSRC International Department's public filing, Wecon Probiotics has received supplementary filing requirements for its overseas issuance and listing, and is required to provide supplementary explanations on nine items with lawyers' verification and clear legal opinions. 

The requirements include: explaining the basis for determining the controlling shareholder and actual controller in accordance with the Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Category No. 2, and the reasons and rationality for recognizing only Fang Shuguang as the actual controller although Fang Shuguang, Chen Huilai (spouse of Fang Shuguang), Shanghai Chenkang, Suzhou Chenkang, Suzhou Zhongkang, Shanghai Huankang and Suzhou Zekang constitute persons acting in concert; explaining the reasonableness of subscription prices of new shareholders added within the past 12 months, including the reasons for the price difference between Boyu Xinzhi's capital increase and acquisition of old shares at the same time, and issuing conclusive opinions on whether the subscription prices are fair and whether there is interest transfer; explaining whether there are affiliated relationships among shareholders holding less than 5% and whether shareholdings should be combined; explaining the compliance of all previous equity incentive plans, including the reasons and price fairness of the 2023 equity incentive granted only to the actual controller without a lock-up period; explaining the complete content of special shareholder rights arrangements, termination clauses and decision-making procedures; explaining whether the business involves areas restricted or prohibited by the foreign investment negative list under the Special Administrative Measures for Foreign Investment Access (Negative List) (2024 version), and whether R&D and production involve human stem cells, gene diagnosis and treatment technology development and application; explaining whether shares held by shareholders proposed to participate in the "full circulation" are subject to pledge, freezing or other title defects; explaining the business of overseas subsidiaries and the implementation of regulatory procedures such as overseas investment and foreign exchange registration; and explaining the use of proceeds and whether it involves overseas investment and related approval, verification or filing procedures.

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