IPO News | Tage Zhixing Proposes Hong Kong Stock IPO, China Securities Regulatory Commission Requests Additional Explanation on the Pricing Basis for Successive Capital Increases and Equity Transfers

The Zhitong Finance App learned that on September 11, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (September 7, 2026 to September 11, 2026)”. The International Division of the China Securities Regulatory Commission issued supplementary material requirements for a total of 9 companies. Among them, Tage Zhixing was requested to provide additional explanations on matters such as the basis for the pricing of previous capital increases and equity transfers. According to the Hong Kong Stock Exchange's disclosure on May 20, Tage Zhixing Technology Co., Ltd. (abbreviation: Tage Zhixing) submitted a listing application to the main board of the Hong Kong Stock Exchange, and Huatai International is the sole sponsor.

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

1. The basis for the pricing of the previous capital increases and equity transfers (prices are listed separately), whether the investment was actually paid, whether there were situations of failure to fulfill investment obligations, evasion of capital, and defects in the funding method, and issue clear concluding opinions on whether the successive equity changes were legal and compliant.

2. Please explain the circumstances relating to the donation of issuer shares held by the actual controller of your company, including but not limited to the rationality of the donation, and explain whether the implementation of relevant decision-making procedures and payment of taxes complies with the provisions of the “Company Law” and tax-related laws and regulations.

3. Please explain the pricing basis and fairness of the share prices for new shareholders in the last 12 months, the reasons for the differences in these share prices, their rationality and tax payment conditions, whether there are any abnormalities in the share consideration, and issue clear conclusions on whether there are any benefits.

4. Please check the equity holdings in your company's historical evolution in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”.

5. Please refer to the requirements for controlling shareholders and actual controllers in accordance with the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2” to explain the situation of your company's largest shareholder and shareholder having a significant influence on your company, whether the shares held have been pledged or frozen, and whether there are situations where overseas issuance and listing is prohibited as stipulated in section 8 of the “Trial Measures on the Administration of Overseas Issuance and Listing of Domestic Enterprises”.

6. Regarding the equity incentive plan: (1) Please issue a clear conclusion on whether the implementation of the equity incentive plan is legal and compliant and whether there is a transfer of benefits; (2) Please explain whether the price granted by the equity incentive plan is fair; if the incentive target still holds the relevant incentive share after leaving the job, whether there are any disputes or potential disputes; (3) the reason and background of the shareholding price of outsiders, the basis for the pricing, the source of funding, and whether the outside consultant's share price is different and why; if the share price is the same or close to that of the employee, explain whether there is a difference and reason why the share price of an external consultant exists; if the share price is the same or close to that of an employee, explain whether there is a difference and reason why the share price of an external consultant exists; if the share price is the same or close to that of an employee, explain whether there is a difference and reason why the share price of an external consultant exists; if the share price is the same or close to that of an employee, explain whether there is a difference and reason why the share price of an external consultant exists; if there is Transfer of benefits.

7. Please explain the circumstances and specific reasons why the actual controller of your company terminated part of the concerted action relationship in March 2026.

8. Please explain the basis for identifying state-owned shareholders in your company and the progress of implementing state-owned assets management procedures such as the state-owned stock logo.

9. Please indicate whether the specific use of the funds raised, including fund-raising projects, countries and regions, etc., involves situations requiring overseas investment approval, approval or filing.

10. Please supplement your company's net profit data for the past three years in the filing report.

11. Please indicate the number and proportion of the issuer's H shares and unlisted shares after the full exercise of the over-allotment rights.

12. Please ask your company to further explain: (1) The specific circumstances and latest developments of the pending litigation, whether the relevant circumstances may have a significant adverse impact on your company's future operations, whether they may constitute a material obstacle to this issuance, and whether the relevant pending lawsuits have been fully disclosed, please ask your company and lawyers to express clear opinions; (2) whether there are major overseas pending lawsuits, arbitration, or administrative penalties.

14. Please explain whether the shares held by shareholders who intend to participate in the “full circulation” have been pledged, frozen, or have other rights defects.

According to the prospectus, Tage Zhixing is a pioneer and leader in driverless transportation in mines, focusing on providing safe, green, efficient, and economical driverless mine transportation solutions and services for customers in closed environment scenarios such as open pit mines. The company's “car-ground-cloud” mine driverless transportation system “Kuanggu” is driven by three proprietary AI model bases, covering end-to-end driverless driving, multi-agent scheduling and control, and health management throughout the life cycle of equipment.