Recently, Puyang Health 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 to conduct verification and provide clear legal opinions:
**1. Compliance of Offshore Structure Setup and Reverse Merger** (1) The company acquired full equity of domestic operating entity Puyang Investment in April 2yang Health 2021. Please explain the pricing basis, payment methods, payment terms, fairness of pricing for the equity acquisition, and whether the transferors fulfilled their tax declaration obligations in compliance with the "Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors." (2) In July 2020, shareholder Yangyuan Investment transferred 60% of its equity in the company to Yidian Investment, and in March 2021, Yidian Investment transferred 40% of its equity back to Yangyuan Investment. Please explain the reasons for these mutual transfers between the two shareholders within a short period. (3) Regarding compliance of the establishment and historical equity changes of the company's main domestic operating entities, the legal opinion concluded they "comply with applicable Chinese laws in all material respects." Please provide explicit opinions on the aforementioned compliance matters.
**2. Shareholder Information and Investment Details** (1) Tianqian Investment holds 8.44% of the company's equity. Currently, it is only stated that Tianqian Investment is Yan Hengqiu's wholly-owned investment platform. Please provide specific information about Yan Hengqiu according to "Regulatory Rule Application Guidelines - Overseas Issuance and Listing Category No. 2" and detail his professional background. (2) Please explain the capital increase pricing and fairness of pricing from January 2022 to April 2024.
**3. Outstanding Debts and Disputes** Please clarify whether the company's actual controller Wang Weibin and his controlled real estate enterprises have significant overdue debts, disputes, major litigation, or have been listed as dishonest entities. If so, whether this constitutes a substantial obstacle to the company's overseas listing and whether it results in prohibitive circumstances for overseas listing as stipulated in Article 8 of the "Trial Measures for Overseas Issuance of Securities and Listing by Domestic Enterprises." Additionally, the legal opinion only verified that the company's main domestic operating entities do not have prohibitive circumstances under Article 8. Please comprehensively explain whether the company and its domestic subsidiaries have any prohibitive circumstances for overseas issuance and listing.
**4. Equity Proxy Arrangements** The legal opinion only verified that existing shareholders do not have equity proxy arrangements. Please explain whether there were any equity proxy arrangements in the company's historical development.
**5. Medical Institution Details** Please provide a comprehensive list of the company's owned, managed, and invested medical institutions, including names, nature (such as general hospitals, outpatient departments), equity structure of owned medical institutions (including agreement-controlled equity proportions), management entities for managed medical institutions, investment ratios for invested medical institutions, medical practice license information, whether they are traditional Chinese medicine hospitals, whether they are for-profit institutions. Please also explain whether the company's owned medical institutions comply with foreign investment access policy requirements based on information about other shareholders besides the company. Additionally, please comprehensively explain the foreign investment access situation regarding the business operations of the company's domestic operating entities.
**6. Digital Business Operations** Please supplement information on whether the company and its subsidiaries are involved in developing and operating websites, mini-programs, apps, public accounts and other products, whether they are involved in operating value-added telecommunications services, whether they provide information content to third parties, the types of information content provided and information content security protection measures. Also explain the scale of collected and stored user information, data collection and usage, and arrangements or measures for personal information protection and data security before and after listing.
**Company Background**
Puyang Health Holdings Limited submitted its initial listing application documents to the Hong Kong Stock Exchange, with Shenwan Hongyuan (Hong Kong) and Agricultural Bank of China International serving as joint sponsors.
According to the prospectus, Puyang Health plans to use the Hong Kong IPO proceeds for: expanding business in mainland China and overseas regions, broadening and deepening medical-care integration services, advancing digitalization and intelligentization of business processes, implementing diversified payment and settlement systems, working capital and other general corporate purposes.
Puyang Health's history dates back to June 2004. The prospectus states that after years of development, Puyang Health has become a leading medical-care integration service provider in northern China, with professional medical capabilities as its core competency.
Currently, Puyang Health has strategically positioned a network of 13 medical institutions in densely populated and highly aging regions such as Beijing, including 6 self-operated medical institutions, 5 managed medical institutions, and 2 invested medical institutions, with 11 located in Beijing.
Disclaimer: This article was generated by AI. Markets carry risks, and investment requires caution.