IPO News | Nuanwa Technology plans to list Hong Kong stocks, China Securities Regulatory Commission requires additional clarification on equity structure construction and compliance with return mergers and acquisitions

Zhitong Finance App learned that on December 26, the China Securities Regulatory Commission announced the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (December 22, 2025 to December 26, 2025)”. The International Department of the China Securities Regulatory Commission announced supplementary material requirements for 19 companies. Among them, Nuanwa Technology was required to provide additional explanations on matters such as equity structure construction and compliance with return mergers and acquisitions. According to reports, Nuanwa Technology submitted a listing to the Hong Kong Stock Exchange on September 16, 2025, with J.P. Morgan Chase and HSBC as co-sponsors.

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

1. Compliance with equity structure construction and return mergers and acquisitions. Please explain (1) whether shareholders holding 5% or more of the shares have complied with the foreign exchange registration of the “Notice Concerning Foreign Exchange Management for Domestic Residents through Special Purpose Companies”, and whether domestic institutional shareholders have complied with domestic regulatory procedures such as foreign investment; (2) If the red chip structure is being built, which involves the acquisition of domestic entities, please indicate whether the circumstances of transaction consideration, pricing basis, tax payment, etc. comply with the “Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors”; (3) The Hong Kong company established Nuanwa (Shanghai) Business Information Consulting Co., Ltd., and Nuanwo (Wuxi) Business Information Concluding opinions on whether the limited company fulfilled its foreign investment information reporting obligations and foreign exchange management procedures; (4) Concluding opinions on whether the equity structure construction and return merger and acquisition process complied with the regulations on foreign exchange management, overseas investment, foreign investment, and tax administration in effect at the time.

2. Determination of controlling shareholders and actual controllers. (1) Please explain the determination of the controlling shareholder and actual controller according to the current shareholders' shareholding situation, and explain the relevant circumstances as the basis for determining control before and after the listing; (2) Please explain and verify Lu Min, Zhongan Online and their controlled subjects in accordance with the relevant requirements of the controlling shareholders and actual controllers; (3) Please explain whether there is sufficient basis for Zhongan Online to control the voting rights of shares held by Dechong Capital and ZaTechnology”; (4) Request Director Min Lu to explain the circumstances; (4) Request Director Min Lu to explain the relevant circumstances Granting of nomination rights The specific situation of ZA Technology, whether there are any prerequisites, and the impact on control decisions before and after listing.

3. Regarding the share capital situation. (1) Please provide additional explanation and verification of the shareholding situation of CentralPine and Glenunga in accordance with the new shareholder standards, and explain whether the share price of the new shareholders in the last 12 months is fair and reasonable, and whether there is a transfer of benefits; (2) Please explain whether HSG Venture VII Holdco, Ltd. is an overseas private equity fund, whether the share price is reasonable and fair, whether there are domestic entities or entities prohibited from holding shares by laws and regulations; (3) Please explain whether the equity incentives include external personnel or separations; Personnel and advisors, if there are such entities, please explain the relevant situation in accordance with the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Category No. 2” and issue clear concluding opinions on whether equity incentives can transfer benefits; (4) Whether there is equity custody in the issuer's historical history.

4. About business operations and the situation of company executives. (1) Please describe in detail the issuer's business model and the specific situation involving the AI model in easy-to-understand language, including application scenarios, specific functions, etc.; (2) Please specify the specific countries or regions involved in the issuer's overseas residency rights held by the issuer's directors and supervisors.

5. Regarding domestic operating entities. (1) Please explain major litigation and arbitration situations in accordance with the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”; (2) Please explain the specific scope of business covered by the value-added telecommunications business license held by domestic operating entities, whether the business scope and actual business of domestic enterprises (including subsidiary companies) involve the field of “Special Administrative Measures for Foreign Investment Access (Negative List) (2024 Edition)”, and whether they continue to meet foreign investment entry requirements before and after listing.

According to the prospectus, Nuanwa Technology, as the leading AI technology company with full-stack risk analysis capabilities in the Chinese insurance industry, provides AI technology to empower the entire life cycle of insurance transactions, and is particularly focused on two key segments — the underwriting process and the claim management process. According to the Frost & Sullivan report, in terms of the number of insurance cases handled in 2024, Nuanwa Technology is the largest independent AI technology company in the Chinese insurance industry. In terms of 2024 revenue, the company is the largest AI technology company with full-stack risk analysis capabilities in the Chinese health insurance industry.

As of December 31, 2024, Nuanwa Technology's solutions have been adopted by 90 insurance companies, including eight of the top ten insurance companies in China based on 2024 premium income. As of June 30, 2025, the company has carried out a total of 204 million underwriting reviews and claims investigation cases, and served more than 41 million insurance companies' underwriting and claims customers. Since its establishment up to June 30, 2025, the company has also contributed to the payment of a total of RMB 10.7 billion in first-year premiums.