Ennovate Biotech Receives CSRC Feedback on Hong Kong IPO Application: Inconsistencies in Company Registration Date Statements

Deep News
Oct 13

Ennovate Biotech recently 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 required to conduct verification and provide clear legal opinions:

**1.** Please explain whether the consideration for each issuance of shares and equity transfer by the issuer was fair and reasonable, and provide conclusive opinions on whether each equity change of the issuer was legal and compliant.

**2.** Please explain: (1) According to "Regulatory Rule Application Guidelines - Overseas Issuance and Listing Category No. 2" (hereinafter referred to as "Regulatory Guidelines No. 2"), describe the basic situation of the upper-level trust of TEAM FABULOUS LIMITED, and whether there are domestic investors in the upper-level offshore private equity fund of HHIMV Holdings Limited; (2) According to "Regulatory Guidelines No. 2", conduct penetrating verification of the upper-level offshore companies of Shenzhen Qinzhi and Huagai Healthcare YNV Limited; (3) Please verify whether the penetrating situation of Apricot Biomova Limited and Huagai Healthcare YNV Limited is complete and whether the serial number index is incorrect; (4) Whether domestic institutional shareholders holding more than 5% of shares have fulfilled domestic regulatory procedures such as outbound investment.

**3.** Please explain whether GRACE GUOYING ZHOU's board member appointment and removal rights and board super voting rights will change before and after listing, and whether this affects the determination of control.

**4.** Please explain: (1) Whether the consideration for each capital increase and equity transfer of Shenzhen Ennovate was fair and reasonable; (2) Whether Suzhou Ennovate, Shenzhen Ennovate, and Yijizou have fulfilled the reporting obligations stipulated in the "Foreign Investment Information Reporting Measures"; (3) The reasons and rationality for the varying compliance periods of major domestic operating entities in taxation, environmental protection, and production safety aspects; (4) Please provide clear conclusive opinions on whether all equity changes of domestic operating entities are legal and compliant.

**5.** Please explain: (1) Huan Zhu holds incentive shares through ZHU HOLDINGS I LLC, while the other 15 incentive recipients conduct equity incentives through shareholding platforms. Please explain the reasons and rationality for the above differences in equity incentive arrangements; (2) Please explain the situation of external consultants participating in equity incentives according to "Regulatory Guidelines No. 2"; (3) Please explain the progress of state-owned shareholders in handling state-owned stock identification.

**6.** Please combine the business scope and main business of the issuer and domestic operating entities to explain whether it involves restricted or prohibited areas in the "Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition)", and provide clear basis.

**7.** Please explain: (1) The reasons for inconsistent statements regarding the issuer's registration establishment time in the filing report; (2) The reasons for inconsistent statements in the filing report and legal opinion regarding whether there exists a single largest shareholder group or shareholders controlled by actual controllers.

On June 25, Ennovate Biotech submitted its prospectus to the Hong Kong Stock Exchange, seeking to list on the Hong Kong Main Board, with Citigroup and China International Capital Corporation as joint sponsors. According to the information, Ennovate Biotech was established in 2015, and the company is committed to discovering, developing, producing, and commercializing novel oncolytic immunotherapies and engineered exosome therapies.

Oncolytic immunotherapy refers to a treatment method that uses specific viruses to infect cancer cells, replicate and proliferate within cancer cells, ultimately leading to tumor cell death. Engineered exosomes refer to exosomes whose composition, function, or characteristics have been directionally modified through gene editing, chemical modification, or other biotechnology means. These modified exosomes have higher specificity, targeting capability, and therapeutic effects.

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