IPO News | E-Buy Products Proposed Hong Kong Stock Listing, China Securities Regulatory Commission Requests Additional Explanation on Shareholding Structure Construction and Compliance of Return Mergers and Acquisitions

Zhitong Finance App learned that on August 14, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (August 10, 2026 - August 14, 2026)”. The International Division of the China Securities Regulatory Commission issued supplementary material requirements for a total of 8 companies. Among them, E-Buy Products is required to provide additional explanations on matters such as equity structure construction and compliance with return mergers and acquisitions. According to the Hong Kong Stock Exchange's disclosure on January 30, YESMRO Holdings Limited (abbreviation: eBuy Products) submitted a listing application to the main board of the Hong Kong Stock Exchange, and Agricultural Bank International is its sole sponsor.

The China Securities Regulatory Commission requested Ebuy Products to further explain the following matters, and ask lawyers to check and issue clear legal opinions:

1. Equity structure construction and compliance with return mergers and acquisitions. Please explain (1) whether domestic natural persons among shareholders holding 5% or more of the shares comply with the foreign exchange registration of the “Notice Concerning Issues Relating to Foreign Exchange Management of Overseas Investment and Financing by Special Purpose Companies”, and whether domestic institutional shareholders carry out domestic regulatory procedures such as foreign investment; (2) the acquisition of domestic assets and rights involves the acquisition of domestic assets and rights involving the acquisition of domestic assets and interests in Beijing Huoye, Shanghai Huoye, Shanghai Photo, and Wuhu Hawke. Please indicate whether the transaction consideration, pricing basis, tax payment, etc. are in line with the “Regulations on domestic mergers and acquisitions of domestic enterprises with foreign investors”》 ; (3) The Shanghai Photo Report has historically involved capital cuts. Please explain the concluding opinions on transaction consideration, pricing basis and fairness, implementation of relevant decision-making procedures and tax payment, whether it involves false investment, evasion of investment, and whether it complies with the “Company Law” and tax-related laws and regulations; (4) The equity structure construction and return merger and acquisition process complied with the foreign exchange management, overseas investment, foreign investment, and tax administration regulations in effect at the time.

2. Regarding the new shareholders added in the last 12 months, please explain (1) the “January 2026 Issuer Share Repurchase and Transfer” is verified in strict accordance with the requirements of the “Guidelines for the Application of Supervisory Rules - Overseas Issuer Listing Class No. 2” (hereinafter referred to as “Regulatory Guidelines No. 2”). Where the issuer repurchases shares, the reason, price, pricing basis, etc. should be explained; (2) The reasons for the differences in the entry prices of new shareholders in the last 12 months should be explained, and a clear concluding opinion on whether the entry price is fair and reasonable and whether there is any benefit.

3. Regarding the determination of control, please explain the impact of the issuer's cancellation of the special voting rights arrangement on the determination of control. Explain whether the basis for determining control is sufficient, taking into account the shareholders' shareholding ratio, board membership, and nomination, appointment and dismissal of directors after the current issuance and listing. If there is a change in control before or after listing, the circumstances should be fully explained.

4. Regarding shareholder penetration and share brokerage, please explain (1) that Shanghai Zero Yi, a shareholder holding 5% or more of the shares, is inspected in strict accordance with the “Regulatory Guidelines No. 2”; (2) there were 2 natural persons of Chinese nationality after Gao Rong penetrated, further explaining the basic situation of the relevant entities; (3) Please explain whether there is share escrow in the issuer's historical history.

5. Regarding equity incentives, please explain (1) whether the issuer pursues the equity incentive plan and the options granted through the shareholders' meeting and board of directors resolution in January 2026, whether the procedure is legal and effective; (2) the circumstances in which the former employee holds the equity incentive plan rights, the basic circumstances, specific responsibilities, and methods of participating in the management of the external consultant, and whether it is in line with the equity incentive plan agreement; (3) Conclusions on whether the equity incentives are legal and compliant, fair consideration, and whether benefits can be delivered Opinions.

6. Regarding the use of funds raised, the issuer plans to expand overseas business in Southeast Asian countries or regions such as Thailand and Vietnam. Please indicate whether specific overseas fund-raising projects are involved, and whether overseas investment approval, approval or filing procedures should be carried out.

7. Please strictly check Article 8 of the “Trial Measures on the Administration of Overseas Issuance and Listing of Domestic Enterprises” to explain whether there are situations where overseas issuance and listing is prohibited.

8. Please issue a concluding opinion on whether the establishment of major domestic operating entities and the successive shareholding changes are legal and compliant.

According to the prospectus, E-buy is a leading professional provider of digital FA factory automation components in China, with strong supply chain integration, R&D and inventory management capabilities. Through data-driven insight and continuous research and development, the company enables automation equipment manufacturers to purchase FA factory automation components with shorter delivery times and higher efficiency.