IPO News | Mandy International plans to list Hong Kong stocks, China Securities Regulatory Commission requires additional clarification on offshore structures and compliance with return mergers and acquisitions

The Zhitong Finance App learned that recently, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (December 29, 2025 to January 4, 2026)”. The International Department of the China Securities Regulatory Commission issued supplementary material requirements for a total of 13 companies. Among them, Mandy International was requested to provide additional information on matters such as the construction of offshore structures and compliance with return mergers and acquisitions. According to the Hong Kong Stock Exchange disclosure on November 20, Mandy International submitted a statement to the main board of the Hong Kong Stock Exchange, and Huatai International is its sole sponsor.

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

1. Regarding the compliance of offshore structures and return mergers and acquisitions, please explain: (1) the specific implementation of the regulatory procedures for foreign exchange management, overseas investment, foreign investment, tax administration, etc. involved in the construction of an offshore structure and return investment, and explain the concluding opinions on whether it complies with the regulations in force at the time; (2) the pricing basis, payment method, payment period and compliance of your company to obtain shares in domestic operating entities, the fairness of acquisition pricing, and whether the transferor's tax returns and tax conditions relating to the above equity transfer process complies with the “Regulations on domestic mergers and acquisitions of domestic investors”》 .

2. Please explain the reasons and criteria for the inconsistent determination of the controlling shareholder in the filing materials, and issue a clear conclusion on the determination of the controlling shareholder.

3. Please explain the main contents of the relevant contracts and asset management arrangements involving the controlling shareholder's upper level trust, including but not limited to the specific method of the trust, trust management authority, trust or asset management fees, the duration of the contract and the conditions for termination of changes, trust asset processing arrangements, the time and other special terms of the contract, and the time and method of changes in shares leading to the actual controller's interest in the listed company; please explain the rights and obligations of each party to the trust involved in the actual controller of your company, and specify the details of all trust beneficiaries, including but not limited to beneficiaries, Beneficial shares and relationships with trust founders.

4. Please explain whether your company and its subsidiaries are involved in developing and operating products such as websites, applets, apps, public accounts, etc., and whether they are involved in providing information content to third parties, the types of information content, and information content security protection measures; also explain the scale of collected and stored user information, data collection and use, and personal information protection and data security arrangements or measures before and after listing.

5. Please issue clear conclusions on the scope of business of the entities operating within your company and whether the actual business involves areas where foreign investment is restricted or prohibited.

According to the prospectus, Mandy International is a leading professional consumer medicine company in China, dedicated to developing and providing comprehensive and long-term skin health and weight management solutions. The company mainly focuses on the hair health sector within the broader skin health industry and has established a leadership position in this field.

According to Insight Consulting, in terms of retail sales, Mandy International's flagship product, the Mandy® series of minoxidil hair loss treatment products, has ranked first in the Chinese hair loss drug market and minoxidil drug market for 10 consecutive years since 2014. The market share of these two markets in 2024 was about 57% and 71% respectively.