On September 19th, the China Securities Regulatory Commission (CSRC) published the "Supplementary Material Requirements for Overseas Issuance and Listing Filing (September 12, 2025 - September 18, 2025)". The CSRC International Department disclosed supplementary material requirements for 5 companies. Among them, Maius Pharmaceutical Technology (private to public transfer) was required to provide supplementary explanations regarding share price changes within the 12 months prior to application submission.
The CSRC has requested Maius Pharmaceutical to provide supplementary explanations on the following matters, with legal counsel required to review and provide clear legal opinions:
First, please explain: (1) The compliance of the equity control structure setup, including but not limited to the specific circumstances of various relevant entities fulfilling foreign exchange management, overseas investment, foreign investment, and tax management regulatory procedures involved in the establishment and round-trip acquisition, and further explain whether it complies with the "Provisions on Foreign Investors' Merger and Acquisition of Domestic Enterprises"; (2) Please provide a tabulated explanation of the prices of share changes within 12 months before the company's application submission, the specific amounts of issuer valuation corresponding to pricing basis, and explain the valuation basis and pricing fairness; (3) Provide a tabulated explanation of the correspondence between shareholders before the spin-off of Shanghai Maius and the shareholding ratios at the issuer level, and explain whether there are inconsistencies between the issuer and Shanghai Maius in terms of shareholders and shareholding ratios; (4) The reasons and basis for why the company's beneficial owner Shi Mingfeng was not recognized as a joint actual controller; (5) The reasons and basis for why Maius Pharmaceutical Technology (Guangdong Hengqin) Co., Ltd. was included in the listed company entity but was not recognized as a domestic operating entity.
Second, please further explain whether the company's business involves foreign investment restriction or prohibition areas in the "Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition)" based on product development paths and models.
Third, please explain: (1) Combined with charts, explain the specific transaction arrangements for the company's US issuance and listing through overseas special purpose acquisition companies, provide a tabulated explanation of changes in the issuer's equity structure before and after the merger and related participants, and provide an equity structure diagram after completion of this merger listing; (2) Please explain whether this merger listing involves private equity financing or other financing arrangements, and supplement the proportion of fundraising purposes for this issuance plan in accordance with regulatory guidance requirements.
According to reports, on October 22, 2024, Special Purpose Acquisition Company (SPAC) DT Cloud Acquisition Corporation formally signed a definitive business combination agreement with Shanghai-based biopharmaceutical R&D company Maius. According to the agreement, upon completion of the merger, Maius will become a wholly-owned subsidiary of the newly established listed entity - Maius Pharmaceutical Group Co., Ltd. (referred to as Pubco), with an overall valuation of $250 million. This marks Maius's upcoming achievement of its strategic goal of public listing on NASDAQ.
Maius Pharmaceutical Technology was established in 2015 and is headquartered in Shanghai, China. It is a biopharmaceutical company focused on innovative formulations and targeted small molecule chemical drug development. The company's R&D focuses on anti-cancer, immune system diseases, and anti-infection areas, with multiple small molecule chemical drug and peptide drug candidates. Meanwhile, Maius has independently built an R&D platform that integrates chemical drug screening and drug delivery, significantly improving drug development efficiency and precision.