TOYA receives CSRC supplementary information request on overseas listing filing, covering shareholding entrustment, controlling shareholder title disputes and equity incentives

NewTimeSpace News: Guangdong TOYA 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 six matters, with lawyers engaged to conduct verification and issue clear legal opinions.

The matters include: (i) explaining the pricing basis of each historical capital increase and equity transfer of the issuer, whether capital contributions have been fully paid, whether there are any circumstances of failure to perform capital contribution obligations, withdrawal of capital or defects in the method of capital contribution, and issuing a clear concluding opinion on whether each historical change in equity is lawful and compliant.

(ii) Listing the names of both parties to the shareholding entrustment arrangements in the Company's history, the entrusted shareholding ratios, the commencement and termination dates of the entrustment, and the methods of unwinding the entrustment; explaining, in light of the positions held by the entrusted parties during the entrustment period and in accordance with the relevant provisions of the Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Type 2, the reasons for the formation of the shareholding entrustment, its evolution, lawfulness and compliance, whether any disputes or potential disputes exist, and whether the entrusted parties during the entrustment period constitute subjects prohibited by laws and regulations from holding shares (including whether they breached non-competition provisions); and explaining, in light of the above and in accordance with Article 8 of the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies, whether the shares held by the controlling shareholder are subject to any material title disputes.

(iii) Explaining the specific performance of regulatory procedures for overseas investment and foreign exchange registration in respect of the establishment of overseas subsidiaries, with a concluding opinion on compliance. (iv) Explaining the progress of the state-owned shareholders' performance of state-owned share marking and other state-owned assets management procedures, and the basis for determining the authority responsible for state-owned share marking. (v) Explaining whether the participants in the employee equity incentive plans (including the equity incentive involving shares released and granted to specific employees in 2020) are employees of the Company, the specific composition and positions of the participants, whether they have any relationship with the issuer's other shareholders, directors, supervisors or senior management, and the pricing basis, with a clear concluding opinion on whether the implemented equity incentive plans are lawful and compliant and free of benefit transfer.

(vi) 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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