BBL HOME receives CSRC supplementary information request on overseas listing filing, covering shareholder look-through, foreign investment access and use of proceeds

NewTimeSpace News: Jiangsu BBL Home Technology Company Limited, in the course of its filing for overseas listing and issuance and the "full circulation" of domestic unlisted shares, has received a supplementary information request from the China Securities Regulatory Commission (CSRC), requiring supplementary explanations on nine matters, with lawyers engaged to conduct verification and issue clear legal opinions.

The matters include: (i) explaining whether any relationship exists among shareholders holding less than 5% of the shares, and if so, whether their shareholdings should be aggregated, with shareholders exceeding 5% subject to look-through verification; (ii) explaining the pricing basis and reasonableness of shares subscribed by new shareholders within the last 12 months, and whether the pricing is fair and free of benefit transfer; (iii) explaining the composition and positions of equity incentive participants, whether they have any relationship with the Company's other shareholders, directors, supervisors or senior management, and whether any participant is prohibited by laws and regulations from participating in the equity incentive, together with the fairness of the subscription price, agreement terms and decision-making procedures; (iv) explaining the full details of special shareholder rights arrangements, the specific circumstances of the termination provisions and the decision-making procedures performed, whether all shareholders have reached consensus, whether any disputes exist, and whether such arrangements constitute a material obstacle to this overseas listing and issuance.

The matters also include: (v) explaining, with reference to the Special Administrative Measures for Foreign Investment Access (Negative List) (2024 version), whether the business and business scope of the Company and its subsidiaries involve areas restricted or prohibited under the foreign investment access negative list, and whether the Company will continue to comply with foreign investment access policies before and after this listing and issuance and the "full circulation", as well as the specific circumstances of subsidiaries whose business scope includes real estate brokerage and property management and whether such businesses are actually carried out; (vi) listing the principal business of each domestic operating entity and its role in the overall business layout, qualifications obtained, and explaining the business model and core competitiveness in plain language; (vii) explaining the specific performance of regulatory procedures for overseas investment and foreign exchange management involving the Company's overseas subsidiaries, with a conclusion on compliance; (viii) explaining whether the shares held by shareholders proposed to participate in the "full circulation" are subject to any pledge, freezing or other defects in title; and (ix) explaining the specific project details of using the proceeds for brand promotion and the construction of a global marketing centre, the countries and regions involved, whether overseas investment is involved and whether it complies with relevant overseas investment regulations, together with the performance of relevant approvals, vetting or filing procedures, and a commitment to repatriate all proceeds to China if such procedures are still in progress.

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