On January 9, the China Securities Regulatory Commission (CSRC) issued the "Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (January 5, 2026 - January 9, 2026)." The CSRC's International Department issued requests for supplementary materials to 10 companies, including Mingyu Pharmaceutical, which was asked to provide additional explanations regarding the compliance of its equity structure setup and its round-trip merger and acquisition.
According to a disclosure made by the Hong Kong Stock Exchange on November 24, 2025, Mingyu Pharmaceutical Limited submitted its application to the Main Board of the HKEX, with Morgan Stanley, BofA Securities, and CITIC Securities acting as its joint sponsors.
The CSRC requested Mingyu Pharmaceutical to supplement the following items and instructed its lawyers to verify and issue a clear legal opinion: Firstly, regarding the compliance of the equity structure setup and the round-trip M&A, please explain (1) whether shareholders holding more than 5% have completed the foreign exchange registration under the "Notice on Issues Concerning Foreign Exchange Administration for Overseas Investment, Financing and Round-trip Investment by Domestic Residents via Special Purpose Companies" (Document No. 37), and whether domestic institutional shareholders have completed domestic regulatory procedures such as outbound investment; (2) whether the establishment of domestic operating entities Minghui Hangzhou and Minghui Shanghai fulfilled the foreign investment information reporting obligations and whether foreign exchange registration procedures were completed; (3) a conclusive opinion on whether the process of building the equity structure and the round-trip M&A complied with the then-effective regulatory provisions for foreign exchange management, outbound investment, foreign investment, and tax administration.
Secondly, concerning the share capital situation, please explain (1) whether there are any entities among the upper-level investors of QimingVIll and QimingVILL-HC that are prohibited from holding shares by laws and regulations; (2) the specific arrangements for veto rights and director appointment rights among the special shareholder rights, and their impact on the determination of control.
Thirdly, regarding shareholders added within the most recent year, please explain (1) the basic information of Radiance, PK, and Chin, the reasons for the formation of the shareholding entrustment and its legality and compliance, and the reasonableness of the transaction arrangements related to the restoration of the entrusted shares; (2) the shareholding status of Huaanhuiquan, Huaanmurong, and Huaanshenge before their flip-out overseas, and whether the price for this flip-out overseas was fair; (3) the specific content of the relevant clauses triggered by the valuation adjustment in the issuer's Pre-C round financing in March 2025 under the shareholder agreement, and the reasonableness of the price differences in issuing Pre-C series preferred shares to BERWICK, Shenzhen Xinxi, Shanghai Xinxi, DOMKING, and BERWICK; (4) a conclusive opinion on whether the share acquisition prices for shareholders added within the last 12 months were fair and reasonable, and whether there was any tunneling of interests.
Fourthly, regarding the domestic operating entities, please explain (1) the status of major litigation and arbitration as required by "Regulatory Guideline No. 2"; (2) provide a conclusive opinion on whether the establishment and all historical equity changes of the domestic operating entities were legal and compliant.
The prospectus shows that Mingyu Pharmaceutical, established in 2018, is a biotech innovation company. The company possesses a dual growth engine: a robust clinical-stage oncology portfolio built on a proprietary antibody-drug conjugate (ADC) platform and a novel PD-1/VEGF bispecific antibody (bsAb), as well as self-developed late-stage immunology assets advancing towards commercialization.