The Haofu Creative Group (HFUS.US) plans to transfer to the US Nasdaq. The China Securities Regulatory Commission requires additional explanations on the compliance of the establishment of the company's equity control structure.

date
28/07/2025
avatar
GMT Eight
Hao Fu Creative Group (HFUS.US) plans to transfer to the US NASDAQ. The China Securities Regulatory Commission requires supplementary explanations on the compliance of the company's equity control structure.
On July 26th, the China Securities Regulatory Commission announced the requirements for supplementary materials for overseas issuance and listings (July 18, 2025 - July 24, 2025) to be made public. The CSRC International Department has issued requests for supplementary materials to 7 enterprises. Among them, Hao Fu Creative Group is required to explain the compliance of the company's equity control structure establishment and other matters. Hao Fu Creative Group (HFUS.US) has updated its prospectus with the U.S. Securities and Exchange Commission (SEC) and plans to transfer from OTCBB to list on the Nasdaq in the United States. The CSRC has requested the company to provide supplementary explanations on the following matters, and has requested lawyers to verify and provide clear legal opinions: I. Please explain: (1) The compliance of the company's equity control structure establishment. This includes but is not limited to the specific situation of the various relevant entities involved in the acquisition of Shanghai Hao Fu and Shaoxing Huomao by Hartford Great Health Corp., in terms of complying with regulatory procedures such as foreign investment, tax management, domestic natural persons' foreign exchange management, and further clarify whether it complies with the "Regulations on the Acquisition of Domestic Enterprises by Foreign Investors". (2) The reasons and background for historical shareholder Song Lianyue transferring the shares held by him in the issuer to Erin Songwang and Elsie Songwang before submitting the materials for overseas issuance and listings, and whether Erin Songwang and Elsie Songwang hold the shares on behalf of Song Lianyue. (3) Supplementary explanation of the issuer's share capital and changes from July 2020 to the submission of the filing materials. (4) The specific situation of William B. Barnett providing legal consulting services and Lili Dai providing investment consulting services as newly added shareholders in the past 12 months, including but not limited to the signing of service contracts with the company, whether the contracts clearly define the responsibilities, terms, and ways of participating in the company's operation and management of the consultants, and provide clear conclusive opinions on whether there may be potential benefits transfer or potential benefits transfer. (5) The specific services provided by US Unicorn Foundation Inc as a newly added shareholder in the past 12 months, and the rationale for Song Lianyue's donation of shares to US Unicorn Foundation Inc, including but not limited to the signing of consulting contracts with the company, whether the contracts clearly define the responsibilities, terms, and ways of participating in the company's operation and management of the consultants, and provide clear conclusive opinions on whether there may be potential benefits transfer or potential benefits transfer. (6) The reasons and rationality for the introduction of shareholders Carrie Chen, Wei Jzuoh Chen, and Chih-Hsien Tai by the company, the reasons why the transfer price of Song Lianyue to the above-mentioned shareholders is lower than the OTC listed share price, and provide clear conclusive opinions on whether there may be potential benefits transfer or potential benefits transfer. II. Please explain: (1) Compliance during the period of being listed on the over-the-counter market in the United States from November 2018 to the present, and please have lawyers provide clear opinions. (2) The scope of business operations of the company's domestic operating entity includes advertising publication, please explain whether actual advertising platform-related business is conducted, and provide specific operational situations. (3) The use of funds raised for future short drama research and development business by the company's issuance and listing, please explain the situation of the above-mentioned business development, and whether necessary qualifications and licenses have been obtained. (4) The situation of insufficient payment of registered capital by Shanghai Hao Fu and Shaoxing Huomao, please explain the reasons for this and whether it will adversely affect the normal business operations of the domestic operating entity. (5) Business development situation and sources of profit in 2023 by the company. It is reported that Hao Fu Creative Group focuses on providing efficient and precise integrated marketing solutions for small and medium-sized enterprises (SMEs). The company's suite of precise marketing services integrates cross-media strategies, helping advertising clients efficiently target and reach their target audience on mainstream media platforms. As an advertising partner in China's major social media market, the company aims to provide vertical integration services from advertising video shooting, photography, editing, to social media advertising placement and operational management for clients; in addition, the company is gradually launching overseas TikTok advertising business; and has also formulated a development plan for the "mini drama business".