On October 18, the China Securities Regulatory Commission (CSRC) announced supplementary material requirements for overseas listings (from October 12 to October 17, 2025). It mentioned that Banma Network Technology Co., Ltd. is required to provide additional explanations regarding equity changes and business operations. According to information disclosed by the Hong Kong Stock Exchange on August 20, Banma has submitted a listing application to the main board, with Deutsche Bank, China International Capital Corporation, and Guotai Junan International serving as joint sponsors. The CSRC requests that Banma clarify the following issues and have a lawyer verify and provide explicit legal opinions:
1. Regarding equity changes: (1) Please explain the pricing basis for past capital increases and equity transfers, whether the pricing is fair, whether the capital has been fully paid, and whether there are any blemishes such as unfulfilled capital contribution obligations, capital withdrawal, or issues with the method of contribution. Provide conclusive opinions on compliance for the establishment and all equity changes. (2) Please detail the progress on business registration changes concerning the targeted capital reduction and increase in August 2025, including the compliance of the reduction process, tax payments, and the payment status of the reduction compensation.
2. Please clarify whether your company has any outstanding national shareholder identification requirements and have a lawyer provide a definitive conclusion on the presence of state-owned shareholders.
3. Regarding business operations: (1) Please explain the specifics of your company's and its subsidiaries' business scope that includes "value-added telecommunications services; market research; surveying services; advertising through owned media; advertising production; advertising release; advertising design and agency." Confirm whether these activities are actually being conducted, the necessary qualifications and licenses obtained, cooperation with third parties, the names of the partners, whether they hold qualifications, methods of cooperation, and if any of this involves sectors restricted or prohibited by the "Special Management Measures for Foreign Investment Access (Negative List) (2024 Edition)." Confirm continued compliance with foreign investment access requirements post-listing and in "full circulation." (2) Provide updates on the processing of the "Pilot Value-added Telecommunications Business Operation License" for your subsidiary Banma Cloud Map and the specifics of the related business you intend to conduct. (3) Clearly explain the business model and its relation to large language models in easy-to-understand terms, and confirm whether the relevant large models have been filed.
4. Regarding standardized operations: (1) Detail whether your company or its subsidiaries are involved in developing and operating websites, apps, small programs, public accounts, etc., including any provision of information content to third parties, types of information, and measures for information security; also describe the scale of collected and stored user information, data usage practices, and arrangements or measures for personal information protection and data security before and after going public. (2) Provide the latest updates on any ongoing lawsuits or arbitration cases involving your company or its subsidiaries, and clarify whether these present substantial obstacles to the overseas issuance and listing.
5. Your company must strictly comply with Article 8 of the "Trial Measures for Offshore Issuance of Securities and Listing by Domestic Enterprises," indicating whether there are any prohibitive conditions for overseas issuance and listing.
6. Concerning this issuance and "full circulation": (1) Please detail the expected amount of raised funds after fully exercising the overallotment option. (2) Clarify whether the shares held by the shareholders participating in this "full circulation" have any pledges, freezes, or other rights issues.
7. Explain the regulatory procedures followed for your company's spin-off listing.
The prospectus indicates that Banma is a supplier of intelligent cockpit solutions, dedicated to transforming vehicles from cold hardware into intelligent partners capable of interaction. The company focuses on the cockpit, the primary interface for vehicle-driver interaction. With its self-developed automotive operating system and full-stack Meta AI architecture, Banma assists manufacturers in creating genuinely intelligent vehicles, allowing owners to use natural voice to control and achieve a personalized cockpit experience, continuously upgrading in-car services.