YESMRO: CSRC International Department issues supplementary filing requirements for its overseas listing, covering 8 items

NewTimeSpace News: On 14 August 2026, the CSRC International Department issued supplementary filing requirements to YESMRO Holdings Limited for its overseas listing, requiring supplementary explanations on 8 items - round-trip M&A compliance, new shareholders added within the last 12 months, control identification, shareholder look-through and nominee shareholding, equity incentives, use of proceeds, the existence of circumstances prohibiting overseas listing, and the compliance of major domestic operating entities - with clear legal opinions from its lawyers.

Regarding round-trip M&A compliance, the regulator requires the Company to explain the foreign exchange registration of domestic natural-person shareholders and the outbound investment procedures of domestic institutional shareholders, the consideration, pricing basis and tax payment for the acquisitions of Beijing Huoye, Suzhou Huoye, Shanghai Sheti and Wuhu Huoke, whether such acquisitions comply with the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, and the decision-making procedures and tax payment for Shanghai Sheti's historical capital reduction, including whether it involves false capital contribution or capital withdrawal. Regarding new shareholders, the regulator requires verification of the Company's share repurchase and transfer in January 2026, explaining the repurchase reasons, price and pricing basis, and issuing a conclusive opinion on whether the subscription prices are fair and reasonable without benefit transfer.

The request also requires the Company to explain the basis of control identification considering the cancellation of the special voting rights arrangement, post-listing shareholding ratios and board composition; to conduct a look-through review of Shanghai Lingyi, a shareholder holding more than 5%, to provide details of the two Chinese natural persons identified after the look-through of Gaorong, and to confirm whether there has been any nominee shareholding in the Company's history; and to explain the procedural legality of the equity incentive plan ratified in January 2026, the incentive interests held by departed personnel and external advisors, with a conclusive opinion on legality and pricing fairness. In addition, the regulator asks whether the planned expansion into Southeast Asian markets such as Thailand and Vietnam involves specific overseas funded projects requiring outbound investment approvals or filings, and whether any circumstance under Article 8 of the Trial Administrative Measures of Domestic Enterprises for Overseas Offering and Listing would prohibit the overseas listing.

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