IPO News | Ricoh Advanced Proposes Hong Kong Stock Listing, China Securities Regulatory Commission Requests Additional Clarification on Transaction Considerations, Pricing Basis, Tax Payments, etc. for Overseas Companies Acquiring Domestic Entities

Zhitong Finance App learned that on August 14, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (August 10, 2026 - August 14, 2026)”. The International Division of the China Securities Regulatory Commission issued supplementary material requirements for a total of 8 companies. Among them, Ricoh Advanced is required to further explain whether the transaction consideration, pricing basis, tax payment, etc. of the acquisition of domestic entities by overseas enterprises complies with matters such as the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”.

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

1. Please explain whether the transaction consideration, pricing basis, tax payment, etc. of the acquisition of domestic entities by overseas enterprises complies with the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”; the concluding opinions on whether they comply with the regulations on foreign exchange management, foreign investment, tax administration, etc. in effect at the time.

2. (1) Please update relevant filing materials such as filing reports, equity structure plans, etc. according to the progress of your company's acquisition of Ruihua Semiconductor's internal restructuring matters; (2) Explain the major financial indicators such as operating income, total profit, total assets and net assets of domestic operating entities after the completion of the acquisition, and the relevant data updates to the consolidated financial statements.

3. Please explain the reason and rationality of not identifying LOW Loke CHEW as a joint actual controller based on the kinship relationship between LOW Loke CHEW and the actual controller Hwang Shin Hung, the actual control of voting rights, and the significant impact on the company's decisions.

4. Please explain: (1) Whether there are share intermediaries in the historical history of the main domestic operating entities of your company. If so, please check the relevant requirements for share holding in accordance with the “Guidelines for the Application of Regulatory Rules 11: Overseas Issuance and Listing Class No. 2”, and explain whether all of the proxy shares have been restored and completed the registration of industrial and commercial changes; (2) issue a concluding opinion on whether the previous changes in the shares of the main domestic operating entities are legal and compliant.

5. Please explain: (1) The composition and employment status of the equity incentive personnel in your company; whether the participants are related to other shareholders, directors, supervisors, and senior managers of your company; whether there are people with laws, administrative regulations and relevant national regulations that clearly cannot participate in corporate equity incentives; as well as the fairness of the share price, agreement, implementation of decision-making procedures, and standardized operation, and issue clear concluding opinions on whether they are legal and compliant and whether there are benefits; (2) The equity incentive arrangement determines the reasons for setting up shares reserved for some eligible persons. Whether people within China are included in the distribution target based on the basis and determination of the deadline.

6. Please explain the business scope of your company and domestic subsidiaries Ruihua Semiconductor, Ruihua Hi-Tech and Ruihua Property involving the specific situation of real estate development and operation, property management, non-residential real estate leasing, housing leasing, etc., whether they are actually carrying out related business and specific operations, whether the scope of business and actual business involves areas restricted or prohibited from the negative foreign investment access list, and whether they continue to meet foreign investment entry requirements before and after this launch.

7. (1) Please list the main business of each domestic operating entity, the specific division of labor in the company's overall business layout, and the relevant business qualifications; (2) Please explain the business model and core competitiveness in easy-to-understand language based on the main products or businesses, major customers and suppliers, industry positions, and comparable companies in the same industry.