IPO News | HIPAKER plans to list Hong Kong stocks, China Securities Regulatory Commission requires additional clarification on offshore structures and compliance with return mergers and acquisitions

Zhitong Finance App learned that on December 12, the China Securities Regulatory Commission announced the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (December 8, 2025 to December 12, 2025)”. The International Department of the China Securities Regulatory Commission announced supplementary material requirements for eight companies. Among them, HIPOC was requested to provide additional explanations on matters such as the construction of offshore structures and compliance with return mergers and acquisitions. According to reports, HIPOC submitted a statement to the Hong Kong Stock Exchange on June 30, and CITIC Securities is the sole sponsor.

The China Securities Regulatory Commission requested HIPOC to further explain the following matters, and ask lawyers to check and issue clear legal opinions:

1. Compliance with offshore structures and return mergers and acquisitions. (1) The specific implementation of foreign exchange registration, overseas investment, foreign investment, tax administration and other regulatory procedures involving offshore structures and return investments by your company and major shareholders, and issued concluding opinions on compliance; (2) Your company dismantled the agreement control structure in June 2025, acquired all shares in the domestic operating entities Alpaca Network and Hangzhou Dolphin, and also obtained all shares in Hangzhou Jinou and Hangzhou Jinxu through acquisitions in the same month. Please explain the pricing basis, payment methods, payment period, and fairness of pricing for the above share transfers. Tax returns Whether the fulfillment of obligations complies with the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”. If your company has other situations similar to the acquisition of domestic assets, please also explain; (3) Your company has set up an agreement control structure to control the domestic operating entity Alpaca Network and Hangzhou Haidu by agreement. Please explain the reasons for establishing the agreement control structure, whether the business operations and qualifications of the above two companies have involved areas where foreign investment is restricted or prohibited. If so, please explain the details of the foreign investment restrictions or prohibitions involved, the details of the current business adjustments of the two companies, and the basis for no longer involving foreign investment restrictions or prohibited areas; please also explain whether there are any other areas in the history of your company in addition to the above two companies. Agreement control structure arrangements, whether the business operations of Hangzhou Jinou and Hangzhou Jinxu, which were acquired in June 2025, have involved foreign investment restrictions or prohibited areas; (4) whether the business scope of your company and domestic subsidiaries involves areas where foreign investment is restricted or prohibited; (5) the pricing basis, fairness, and tax payment of your company's share repurchases (if applicable); (6) Concluding opinions on the establishment and compliance of your company's major domestic operating entities with previous equity changes.

2. Please explain whether the actual controller of your company's shares pledges affects the actual controller's control over your company and the stability of the company's business operations, and whether it constitutes a prohibited situation for overseas issuance and listing as stipulated in Article 8 of the “Trial Measures on the Administration of Overseas Issuance and Listing of Domestic Enterprises”.

3. Please explain the compliance issues, corrective measures, and whether the rectification was completed in the capital payment and settlement model of your company's Hypocker platform during the reporting period.

4. The legal opinion only verifies that the current shareholders of your company do not have equity trusteeship. Please indicate whether there have been any shareholding situations in the history of your company.

5. Please explain whether your company and its subsidiaries are involved in developing and operating products such as websites, applets, apps, public accounts, etc., whether they are involved in providing information content to third parties, the types of information content provided, and the policy basis for the operation of your company's platform business without obtaining a value-added telecommunications business license (Internet information service); also explain the scale of collected and stored user information, data collection and use, and personal information protection and data security arrangements or measures before and after listing.

6. HIPAC Incentive Plan Limited holds 7.26% of your company's shares. This shareholder is a trust shareholder set up by your company to implement the equity incentive plan; in addition, two shareholders related to Shunwei Capital have domestic entities after penetrating upward. Please explain the basic situation of trusts and domestic entities mentioned above in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”.

7. Please refer to the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Category No. 2” to further improve the current issuance and listing plan.

According to the prospectus, the company is a leading trading and service platform in China, focusing on the field of home care and nutrition products. By integrating the supply chain of home care and nutritional products, the company provides enterprise customers with a high-quality, caring, stable and affordable home care and nutrition product portfolio to optimize the consumer experience and promote consumption upgrades in the low-tier market. In 2024, the company generated a transaction volume of RMB 8.6 billion for home care and nutrition products in China's low-tier market.