The China Securities Regulatory Commission (CSRC) published its supplementary materials requirements for overseas listing and filing on August 14, covering the period from August 10 to August 14, 2026. The CSRC's International Department issued requests for additional information from eight companies. Among them, Yimai Industrial Materials was asked to provide further details on the compliance of its shareholding structure setup and cross-border mergers and acquisitions.

According to a filing with the Hong Kong Stock Exchange on January 30, YESMRO Holdings Limited (trading as Yimai Industrial Materials) submitted an application for a main board listing, with ABC International serving as its sole sponsor. The CSRC has requested that Yimai Industrial Materials provide additional explanations on the following matters, and has asked its legal counsel to review and issue a clear legal opinion:

Where to begin

First, the compliance of the shareholding structure setup and cross-border mergers and acquisitions. The company should explain: (1) whether domestic natural persons holding more than 5% of shares have completed foreign exchange registration under the "Notice on Issues Concerning Foreign Exchange Administration for Domestic Residents' Overseas Investment and Financing and Return Investment via Special Purpose Companies," and whether domestic institutional shareholders have fulfilled domestic regulatory procedures such as outbound investment; (2) whether the process of acquiring domestic assets and equity, including the acquisitions of Beijing Huoye, Suzhou Huoye, Shanghai Sheti, and Wuhu Huoke, complies with the "Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors," including details on transaction prices, pricing basis, and tax payments; (3) regarding the historical capital reduction of Shanghai Sheti, whether the transaction price, pricing basis, and fairness are justified, whether relevant decision-making procedures were followed, and whether tax payments were made, and whether there were any instances of false capital contributions or capital withdrawal, in compliance with the Company Law and tax regulations; and (4) a conclusive opinion on whether the shareholding structure setup and cross-border mergers and acquisitions process complied with the regulatory requirements on foreign exchange, outbound investment, foreign investment, and tax management in effect at the time.

Insights on recent investor additions

Second, concerning new shareholders added in the last 12 months, the company should: (1) strictly follow the "Regulatory Guidelines for Application – Overseas Listing and Filing Category No. 2" (the "Regulatory Guidelines No. 2") to review the "share repurchase and transfer by the issuer in January 2026," and explain the reasons, price, and pricing basis for any share repurchases; (2) explain the reasons for differences in the entry prices of new shareholders added in the last 12 months, and provide a conclusive opinion on whether the entry prices are fair and reasonable and whether there is any transfer of benefits.

Control assessment and corporate governance

Third, regarding control determination, the company should explain the impact of the cancellation of the special voting rights arrangement on the control determination. Based on factors such as the shareholding ratios of shareholders after the listing, the composition of the board of directors, and the appointment and removal of directors, the company should explain whether the basis for the control determination is sufficient. If control changes before or after the listing, the company should fully disclose the situation.

Shareholder review and nominee holdings

Fourth, regarding shareholder transparency and nominee shareholding, the company should: (1) strictly follow the "Regulatory Guidelines No. 2" to conduct a thorough review of Shanghai Lingyi, a shareholder holding more than 5% of shares; (2) further explain the basic information of the two Chinese natural persons identified after reviewing Gaorong; and (3) disclose whether there has been any nominee shareholding in the company's historical development.

Incentive plan structure

Fifth, regarding equity incentives, the company should: (1) explain whether the board of directors' and shareholders' resolutions in January 2026 to retrospectively approve the equity incentive plan and the granted options were legally compliant, and whether the incentive plan is legally valid; (2) explain the situation of departing employees holding equity incentive plan interests, the basic information of external advisors, their specific responsibilities, and their involvement in management, and whether departing employees or those with expired advisor contracts continuing to hold incentive shares complies with the terms of the equity incentive plan; and (3) issue a conclusive opinion on whether the equity incentives are legal and compliant, whether the consideration is fair, and whether there is any transfer of benefits.

Fund allocation and growth plans

Sixth, regarding the use of proceeds, the company plans to expand its overseas business in Southeast Asian countries or regions such as Thailand and Vietnam. The company should explain whether specific overseas investment projects are involved and whether it should complete the necessary outbound investment approval, verification, or filing procedures.

Compliance assessment

Seventh, the company should strictly follow Article 8 of the "Trial Measures for the Administration of Overseas Securities Offering and Listing by Domestic Enterprises" to explain whether there are any circumstances that would prohibit overseas listing and listing.

Eighth, the company should issue a conclusive opinion on whether the establishment and all historical equity changes of its major domestic operating entities were legal and compliant.

According to the prospectus, Yimai Industrial Materials is a leading digital provider of FA factory automation parts in China, with strong capabilities in supply chain integration, research and development, and inventory management. Through data-driven insights and continuous R&D, the company enables automation equipment manufacturers to procure FA factory automation parts with shorter delivery times and higher efficiency.