Qunce Technology: CSRC requires supplementary explanation on whether its Hong Kong listing constitutes a spin-off from a Taiwan Stock Exchange-listed company, among 6 items

On 11 September 2026, the CSRC published the supplementary material requirements for overseas listing filing, requiring Qunce Technology Co., Ltd. to supplement 6 items, including whether its Hong Kong listing constitutes a spin-off by a Taiwan Stock Exchange-listed company of its subsidiary for a separate listing, the necessity of establishing 21 employee shareholding platforms, share subscriptions by shareholders newly added in the past 12 months, and title defects of shares held by "full circulation" shareholders.
Key Highlights:
  • The Company is required to explain the necessity of establishing 21 employee shareholding platforms and to disclose the background, personnel composition, number of shares held, fairness of prices, contractual arrangements and decision-making procedures of the plans period by period.
  • For three persons re-engaged under service contracts after retirement, the Company must explain their subscription prices, pricing basis and sources of funds and issue conclusive opinions on compliance and any transfer of benefits.
  • The Company must explain the performance of foreign exchange administration, overseas investment, foreign investment and tax administration procedures for its offshore listing structure, as well as the business model, revenue scale and proportion of its commission agency and property management businesses.

NewTimeSpace News: On 11 September 2026, the International Cooperation Department of the China Securities Regulatory Commission (CSRC) published the supplementary material requirements for overseas issuance and listing filing for the period from 7 September 2026 to 11 September 2026, requiring Qunce Technology Co., Ltd. to provide supplementary explanations on 6 items, with its PRC legal counsel required to conduct verification and issue clear legal opinions. The first item requires the Company to explain whether its Hong Kong listing constitutes a spin-off by a Taiwan Stock Exchange-listed company of its subsidiary for a separate listing on another overseas market; if it constitutes a spin-off, the Company must explain the rationality, necessity and feasibility of the spin-off, whether the listed company and the subsidiary to be spun off are independent from each other in terms of assets, finances and personnel, whether the listed company can maintain its independence and going concern capability after the spin-off, whether the newly formed company is capable of standardised operations, and whether the spin-off complies with the relevant regulations of the overseas market.

Regarding equity and personnel arrangements, the Company is required to explain the necessity of establishing 21 employee shareholding platforms, and to disclose, period by period, the background, personnel composition, number of shares held, fairness of prices, contractual arrangements and decision-making procedures of its employee shareholding plans in accordance with the Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing No. 2, and to issue a clear conclusive opinion on whether the employee shareholding plans are legal and compliant. For the three persons who re-entered into service contracts with the issuer after retirement, the Company must explain the subscription prices, pricing basis and sources of funds, and issue a conclusive opinion on whether their participation in the employee shareholding plans is legal and compliant and whether there is any transfer of benefits. The Company is also required to explain whether shareholding on trust existed in its corporate history and whether entities prohibited by laws and regulations from holding shares directly or indirectly hold shares in the issuer, and to set out in a table the reasons, prices and pricing basis for the share subscriptions of shareholders newly added in the past 12 months.

On compliance, the Company is required to explain the compliance of the establishment of its offshore listing structure, including the performance of regulatory procedures relating to foreign exchange administration, overseas investment, foreign investment and tax administration, whether investment project verification and filing procedures were completed as required and whether investment information was reported to the competent commerce authorities, and to explain the specific circumstances of its business scope involving commission agency and property management and whether it has actually carried out such businesses and obtained the necessary qualifications and licences. The Company must also supplement whether the shares held by shareholders intending to participate in the "full circulation" are subject to pledge, freezing or other title defects.

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