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

The Zhitong Finance App learned that on January 5, the China Securities Regulatory Commission issued the “Supplementary Material Requirements for Overseas Issuance and Listing (December 29, 2025 to January 4, 2026)”. The International Department of the Securities Regulatory Commission issued supplementary material requirements for 13 companies. In the announcement, the Securities Regulatory Commission requested Yuwang Bionutrition to provide additional information on the construction of offshore structures and compliance with return mergers and acquisitions. According to the Hong Kong Stock Exchange's disclosure on October 20, 2025, Yuwang Bio-Nutrition Co., Ltd. (Yuwang Bio-Nutrition for short) submitted a listing application to the main board of the Hong Kong Stock Exchange, with CMB International and CCB International as co-sponsors.

The China Securities Regulatory Commission requested Yu Wang Bio-Nutrition to provide additional explanations on the following matters, and requested lawyers to check and issue clear legal opinions:

1. Regarding the compliance of offshore structures and return mergers and acquisitions, please explain: (1) the specific implementation of the regulatory procedures for foreign exchange management, overseas investment, foreign investment, tax administration, etc. involved in the construction of an offshore structure and return investment, and explain the concluding opinions on whether the company complies with the regulations in force at the time; (2) the pricing basis, payment method, payment period and compliance of the company to obtain shares of domestic operating entities, the fairness of acquisition pricing, and whether the transferor's tax returns and tax payments relating to the above equity transfer process complies with the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”.

2. Please explain the reasons and criteria for the inconsistent determination of the controlling shareholder in the filing materials, and issue a clear conclusion on the determination of the controlling shareholder.

3. Please explain the main contents of the relevant contracts and asset management arrangements involving upper level trusts of shareholders holding 5% or more of the shares, including but not limited to the specific method of trust, trust management authority, trust or asset management fees, contract period and other special terms; please explain the rights and obligations of each party to the trust involved in the actual controller of the company in accordance with the specific terms of the trust contract, and explain the details of all trust beneficiaries, including but not limited to the beneficiaries, benefit shares, and relationships with the trust founders.

4. Please explain the pricing basis and fairness of the share prices for new shareholders in the last 12 months, the reasons for the differences between these share prices, whether there are any abnormalities in the share consideration, and issue a clear conclusion on whether there is a transfer of benefits.

5. Please indicate whether the company and its subsidiaries are involved in developing and operating products such as websites, applets, apps, public accounts, etc., and whether they are involved in providing information content to third parties, the types of information content, and information content security protection and protection measures; also explain the scale of collected and stored user information, data collection and use, and arrangements or measures for personal information protection and data security before and after listing.

According to the prospectus, according to Frost & Sullivan's data, in terms of the sales volume of food-grade refined fish oil and its products in 2024, Yuwang Biological Nutrition is the world's largest supplier of food-grade refined fish oil, with a market share of 8.1%. As a pioneer in the industry, Yuwang Bio-Nutrition is one of the first enterprises in China to industrialize food-grade fish oil and produce pharmaceutical-grade fish oil.