Recently, Zoyoumei received feedback from the China Securities Regulatory Commission (CSRC) regarding its overseas listing filing. The specific feedback requires the company to provide supplementary explanations on the following matters, with legal counsel requested to conduct verification and issue clear legal opinions:
**I. Regarding Equity Changes.** (1) In December 2021, the company's sole shareholder Zoyou Media transferred all its shareholdings to three shareholders including the current largest shareholder Xingjiahua Education through gratuitous transfer. Please explain the reasons for the gratuitous transfer in conjunction with the equity structure of both transferring parties, and whether there are any proxy shareholding arrangements. If such arrangements exist, please conduct verification in accordance with the proxy shareholding requirements under "Regulatory Rule Application Guidelines - Overseas Issuance and Listing Category No. 2"; (2) Please explain the basic information and historical evolution of the controlling shareholder in accordance with the controlling shareholder requirements under "Regulatory Rule Application Guidelines - Overseas Issuance and Listing Category No. 2"; (3) Please explain the progress of industrial and commercial change registration procedures related to the proxy shareholding restoration of the company's five controlling subsidiaries.
**II. Regarding Business Operations.** Please compare against after-school training related management regulations and explain the compliance of the company and its subsidiaries in important aspects such as business qualifications, training content, personnel, fee and fund management, and school premises. Additionally, please explain the specific standards and reasonableness of major litigation, arbitration, and administrative penalty cases mentioned in the legal opinion, and further clarify whether the company, its chairman, general manager, and domestic subsidiaries have any major litigation, arbitration, disputes, or administrative penalty matters.
**III. Please explain the amount and reasons for interest-free loans provided by the company to controlling shareholders and other related parties in the past three years, and clarify whether this substantially constitutes related party occupation of the company's training fee funds and whether it violates after-school training management regulations.**
**IV. Regarding the Issuance and Listing Plan:** (1) Please explain the specific arrangements for the company's share subdivision plan and whether it affects the number of shares to be issued; (2) Please explain the number and proportion of H shares to be issued after full exercise of the offering size adjustment option, as well as the expected fundraising scale.
On August 15, 2025, Zoyoumei first submitted its GEM listing application to the Hong Kong Stock Exchange, with Zhongtai International serving as the sole sponsor.
According to the prospectus, Zoyoumei focuses on providing arts training for children and adolescents aged 4 to 14, mainly divided into three major categories of dance courses (including Chinese dance, Latin dance, and street dance courses) and five major categories of non-dance courses (including art/drawing, calligraphy, broadcasting and hosting, taekwondo, and vocal music courses).
Zoyoumei founder Tu Xiangrong established Nanchang Kangcheng in 2018 and opened the first arts training school. Subsequently, the company continued to provide arts training services in Nanchang, Jiangxi Province through operating arts training centers. Zoyoumei was formally established on December 30, 2020, and was restructured from a limited liability company to a joint-stock company on July 8, 2025.
Zoyoumei plans to use the proceeds from this fundraising for: (1) Acquiring arts training center chain institutions in South China regions (such as Wuhan and Hefei); (2) Expanding the arts training center network by establishing approximately 30 new arts training centers in Jiangxi Province and Changsha; (3) Introducing AI-assisted tools for arts training centers to enhance personalized learning for eight major course categories through adaptive curriculum planning and performance analysis; (4) Renovating and upgrading facilities at existing arts training centers and purchasing teaching equipment to improve students' learning experience, thereby optimizing course pricing and enhancing profitability; (5) Working capital needs and general corporate purposes.