NANJING LINGXING receives CSRC supplementary information request on overseas listing filing, covering absence of controlling shareholder, ride-hailing compliance and foreign investment access

NewTimeSpace News: Nanjing Lingxing Technology Co., Ltd., 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 five matters, with lawyers engaged to conduct verification and issue clear legal opinions.

The matters include: (i) explaining the prices and pricing basis of each historical capital increase and equity transfer, whether there are any abnormal subscription prices or benefit transfer, whether capital contributions have been fully paid, and whether there are any circumstances of failure to perform capital contribution obligations, withdrawal of capital or defects in the method of capital contribution; explaining whether any shareholding entrustment arrangements existed in the Company's history; explaining the basis for the determination that the Company has no controlling shareholder; and issuing a concluding opinion on whether the establishment of the Company and each historical change in equity are lawful and compliant, and on the Company's legal personality and valid existence.

(ii) Explaining the pricing basis of shares subscribed by new shareholders within the 12 months prior to the submission of the overseas listing filing application, the reasons for and reasonableness of any difference from the pricing of capital increases in the same period, and the income tax payment status of the relevant transferors in the above equity transfer transactions, with a clear concluding opinion on whether any benefit transfer exists.

(iii) Explaining the subscription price and fairness of the Company's employee shareholding plan, whether the holding of incentive interests by employees after departure complies with the relevant agreement, whether any disputes or potential disputes exist, and whether any benefit transfer exists; and whether the employee shareholding platform holds any reserved or ungranted interests.

(iv) Explaining the impact on the business operations of the Company and its subsidiaries of vehicles and drivers on the ride-hailing business operation platforms that have not correspondingly obtained the "Ride-hailing Transport Certificate" and the "Ride-hailing Driver Certificate", and whether this constitutes an obstacle to this listing and issuance; whether the small and mini passenger vehicle rental business of the Company and its subsidiaries has been filed in accordance with relevant laws and regulations, the impact of any failure to complete the filing, and whether this constitutes an obstacle to this listing and issuance; and whether the business scope and actual business of the Company and its subsidiaries involve fields restricted or prohibited for foreign investment, the foreign shareholding ratio and the specific method of calculation after this listing and issuance and the "full circulation", and whether the Company will continue to comply with foreign investment access requirements.

(v) 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.

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