New Stock News | Gemi Lei plans to list on the Hong Kong Stock Exchange, the China Securities Regulatory Commission requires additional explanations on the establishment of the equity structure and the compliance of the return acquisition.

On May 22, the China Securities Regulatory Commission announced the disclosure of supplementary materials required for overseas issuance and listing applications (May 18, 2026 to May 22, 2026). Among them, the China Securities Regulatory Commission requested Gemilai to provide further explanation on the compliance of equity structure construction and reverse mergers, as well as whether the domestic operating entity's business and operating scope involve foreign investment restrictions or prohibited access areas. According to the Hong Kong Stock Exchange disclosure on January 29, Gemilai Holdings Limited (referred to as Gemilai) submitted an application for listing on the main board of the Hong Kong Stock Exchange, with CITIC SEC as its exclusive sponsor. The China Securities Regulatory Commission requested Gemilai to provide clarifications on the following issues, and to seek legal advice: 1. Regarding the compliance of equity structure construction and reverse mergers. Please explain: (1) whether shareholders holding more than 5% of the shares have completed foreign exchange registration according to the "Notice on Issues Related to Domestic Residents' Foreign Investment and Reverse Investment through Special Purpose Companies" (Document No. 37), and whether domestic institutional shareholders have complied with domestic regulatory procedures for foreign investment; (2) if the red-chip structure construction involves the acquisition of domestic entities, please explain the transaction price, pricing basis, tax payment, etc., and whether it complies with the "Provisions on Foreign Investors' Acquisition of Domestic Enterprises"; (3) the conclusion on whether the equity structure construction and reverse mergers process comply with the then-effective regulatory rules on foreign exchange management, overseas investment, foreign investment, tax management, etc. 2. In accordance with the requirements of the "Regulatory Rules Application Guidelines - Overseas Issuance and Listing Class No. 2: Content and Format Guidelines for Filing Materials", please provide detailed information on the establishment of the company and domestic operating entities since establishment, changes in share capital and shareholders, including but not limited to capital increases, share transfers and related price payments, the existence of relationships among shareholders, the presence of entrusted shares or other forms of interest transfer; provide an insight into the basic situation of shareholders holding more than 5%, whether there are domestic investors in overseas private equity funds; legal opinions from lawyers on the legality and compliance of the establishment and various changes in equity of the company and domestic operating entities. 3. Please provide further explanation on whether the business operations and operating scope of the domestic operating entities involve foreign investment restrictions or prohibited access areas. According to the prospectus, Gemilai is a leading professional coffee machine company in China, with its products distributed to over 60 countries and regions worldwide, with cumulative sales exceeding 2 million units. According to Frost & Sullivan, in terms of revenue, the company ranks as the second largest coffee machine brand in China, and the largest domestic coffee machine brand, with a market share of about 7.5% in 2024. In the same year, in terms of revenue, the company ranked as the largest brand in the Chinese semi-automatic Italian coffee machine industry, with a market share of about 16.0%, and also the largest brand in the split semi-automatic Italian coffee machine industry, with a market share of about 27.9%.