IPO News | Dingtai Pharmaceutical Plans Hong Kong Stock Listing, China Securities Regulatory Commission Requests Additional Explanation of Shareholding Changes, etc.

Zhitongcaijing · 6d ago

Zhitong Finance App learned that on January 5, the China Securities Regulatory Commission announced the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (December 29, 2025 to January 4, 2026)”. Among them, the China Securities Regulatory Commission requested Dingtai Pharmaceutical Research to provide additional explanations on matters such as changes in equity. According to the Hong Kong Stock Exchange on October 31, 2025, Jiangsu Dingtai Pharmaceutical Research (Group) Co., Ltd. (abbreviation: Dingtai Pharmaceutical Research) submitted a listing application to the main board of the Hong Kong Stock Exchange, with Citibank and Haitong International as co-sponsors.

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

1. Regarding changes in equity: (1) Please explain the basis for the pricing of your company's previous capital increases and equity transfers, whether the capital has been paid, whether there have been any unfulfilled investment obligations, flawed funding methods, and issue a clear concluding opinion on whether the establishment of your company and the successive equity changes are legal and compliant; (2) Please explain the progress of overseas investment procedures involving the establishment of Hong Kong Dingtai by your company, and the progress of ODI procedures related to investing in Xellar Ltd.; (3) Please follow the “Guidelines for the Application of Regulatory Rules - Overseas Listing Class 2”, the history of your company Verify the share brokerage situation that exists in the history; (4) Please check the participation of your company's external advisors in the employee stock ownership plan in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”, and issue clear conclusions on whether there is a transfer of benefits and whether it is legal and compliant.

2. Regarding the shareholder situation: (1) Please explain the rationality of the share prices of the new shareholders in the last 12 months, and issue clear concluding opinions on whether there are any benefits; (2) Please explain whether the shares held by the 4 shareholders who obtained shares of your company through equity transfer system transactions have been pledged, frozen, or have other rights defects.

3. Please explain the business scope of your company and its subsidiaries, including the specific circumstances of “medical research and experimental development; human genetic diagnosis and treatment technology development; cell technology development and application; national key protection of terrestrial wildlife; artificial breeding; domestication and breeding; national key wildlife protection; livestock and poultry farming”; whether they have obtained the necessary qualification permits, whether the business scope and actual business involve areas restricted or prohibited from foreign investment and the basis for relevant judgments before and after listing.

4. Please ask your company to strictly follow the provisions of Article 8 of the “Trial Measures for the Administration of Overseas Issuance and Listing of Domestic Enterprises” to explain whether your company and domestic subsidiaries are prohibited from issuing and listing overseas, and ask a lawyer to check and issue a clear legal opinion.

5. Regarding the current offering and listing and “full circulation”: (1) Please explain the reasons why the contents of the current issuance and listing plan, filing materials and prospectus are inconsistent with respect to the issuance and listing plan in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”; (2) Please explain whether the shares held by shareholders who intend to participate in the “full circulation” have been pledged, frozen or have other rights defects.

6. Please explain the details of your company's early listing on the National Equity Transfer System and the reasons for terminating the listing, the details of the A-share listing consultation and filing in the early stages, whether to continue to advance the A-share listing plan and specific arrangements, and whether there are any circumstances that had a significant impact on this issuance and listing.

According to the prospectus, Dingtai Pharmaceutical Research was founded in 2008 and is a new contract research organization (CRO) company dedicated to providing integrated solutions based on disease biology to global pharmaceutical companies and scientific research institutions.