Recently, HongJi Chuangneng 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 review and provide clear legal opinions:
First, regarding the issuer's historical evolution: (1) Please explain the actual capital contribution situation of HongJi Chuangneng Limited's registered capital at the time of establishment; (2) Please explain the pricing basis and reasonableness of the first equity transfer in April 2018, the second equity transfer in May 2018, the third equity transfer in September 2020, and the fourth equity transfer in June 2021; (3) Please provide clear conclusive opinions on whether the issuer's establishment and successive equity changes are lawful and compliant.
Second, the issuer's subsidiary's business scope includes "medical research and experimental development." Please explain whether related business activities are actually conducted and their specific operational situation, whether necessary qualifications and permits have been obtained, and whether the issuer and its subsidiaries' business scope and actual business operations involve foreign investment prohibition or restriction areas under the "Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition)."
Third, please explain whether the shares held by shareholders participating in "full circulation" in this offering are subject to pledge, freezing, or other rights defects.
On June 27, HongJi Chuangneng Technology (Guangzhou) Co., Ltd. submitted its listing application to the Hong Kong Stock Exchange, with Haitong International and CITIC Securities serving as joint sponsors.
According to the prospectus, HongJi Chuangneng is a leading independent membrane electrode assembly supplier globally, specializing in the research and development, mass production, and commercialization of catalyst coated membranes (CCM) and membrane electrode assemblies (MEA). In terms of performance, HongJi Chuangneng's revenue was 249 million yuan, 167 million yuan, and 263 million yuan in 2022, 2023, and 2024 respectively; net losses were 43 million yuan, 132 million yuan, and 132 million yuan respectively, with cumulative net losses of 307 million yuan over the three years.
HongJi Chuangneng stated that the funds raised from the Hong Kong IPO will be used to strengthen research and development capabilities, enhance technology, promote product innovation and iteration, and advance the company's international sales and marketing plans.
For 2022, 2023, and 2024, HongJi Chuangneng's revenue was 249 million yuan, 167 million yuan, and 263 million yuan respectively; net losses were 43 million yuan, 132 million yuan, and 132 million yuan respectively. Regarding the main reasons for net losses during the reporting period, HongJi Chuangneng explained that first, both the global and Chinese hydrogen energy industry and MEA industry are in their early development stages, and the company has not yet achieved economies of scale; second, the company is in the stage of enhancing core technology and increasing sales, requiring continuous and substantial investment in research and development and business development to support the company's growth.