New Stock News | Tobida plans to list in Hong Kong. The China Securities Regulatory Commission requires additional details on the compliance of the red chip structure.
The China Securities Regulatory Commission requires Toppot to explain whether shareholders holding more than 5% of the shares have completed the foreign exchange registration as stipulated in Document No. 37, as well as information regarding the transaction price, pricing basis, tax payment, etc. related to the acquisition of domestic entities in the process of constructing a red-chip structure.
On July 3, the China Securities Regulatory Commission issued the "Requirements for Supplementary Materials for Overseas Issuance and Listing Record (June 29, 2026 - July 3, 2026)". The CSRC's International Department issued supplementary material requirements to seven companies. Among them, Tuobida was required to explain whether shareholders holding more than 5% of the shares have complied with the foreign exchange registration requirements of Document No. 37, as well as the transaction price, pricing basis, tax payment, and other details related to the acquisition of domestic entities in the process of establishing a red chip structure. According to the Hong Kong Stock Exchange disclosure on January 26, Tuobida (Group) Holdings Limited submitted its listing application to the main board of the Hong Kong Stock Exchange, with Zhongtai International as the sole sponsor.
The CSRC asked Tuobida to supplement and clarify the following matters, and to have lawyers verify and provide clear legal opinions:
1. Please explain: (1) whether shareholders holding more than 5% of the shares have complied with the foreign exchange registration of the "Notice on Issues Related to Overseas Investment and Return Investment through Special Purpose Companies by Domestic Residents" (Document No. 37), and whether domestic institutional shareholders have complied with domestic regulatory procedures for outbound investments; (2) in the process of establishing a red chip structure involving the acquisition of domestic entities, please explain the transaction price, pricing basis, tax payment, and whether it complies with the provisions on foreign investors acquiring domestic enterprises; (3) for domestic operating entities with a history of capital reduction, please explain the transaction price, pricing basis, fairness, decision-making process compliance, tax payment, and whether it involves fraudulent investment or embezzlement of funds, as well as compliance with the Company Law and tax-related laws and regulations; (4) provide conclusive opinions on whether the equity structure construction and return acquisition process comply with the then-applicable regulations on foreign exchange management, overseas investment, foreign investment, and tax management.
2. Please explain whether there is a relationship between shareholders holding less than 5% and the actual controller of the issuer, and if so, whether the shareholding percentage should be combined and whether those exceeding 5% should be subject to a 5% shareholder penetrative check.
3. Please explain the composition and appointment of equity incentive personnel of the issuer, whether the participants have a relationship with other shareholders, directors, supervisors, senior management of the issuer, whether there are personnel explicitly prohibited from participating in corporate equity incentives by laws, regulations, and relevant state regulations, as well as the fairness of the subscription price, agreement provisions, decision-making process adherence, standardized operation, and provide a clear conclusion on whether it is legal and compliant, and whether there is any risk of benefit transfer.
4. (1) Please list the main businesses of each domestic operating entity, their specific division of labor in the overall business layout of the company, whether they have obtained relevant business qualifications, whether the main domestic operating entities and their subsidiaries are involved in foreign investment negative list restrictions or prohibited areas; (2) Please explain whether the issuer's business involves AI big models and other artificial intelligence fields, and whether they comply with the "Administrative Measures for Generative Artificial Intelligence Services".
5. Please explain: (1) the tenure and standardized operation of directors, supervisors, and senior management of the issuer; (2) provide a conclusive opinion on whether the equity changes of the main domestic operating entities are legal and compliant.
6. The maximum number of issuance in the filing materials and prospectus should remain consistent. If there are inconsistencies, please provide a revised filing report or prospectus. If it involves increasing the number of issuance and fundraising scale in the prospectus, please also update the fundraising use plan.
The prospectus shows that Tuobida is a well-known intelligent transportation supplier in Guangdong Province, using IoT, big data, and AI technologies to establish an autonomous system with an exclusive four-layer modular architecture to provide intelligent transportation perception systems and cloud-edge intelligent transportation system solutions. According to data from Frost & Sullivan, Tuobida is one of the pioneers in applying AI to achieve city-wide holographic road networks.
Established in 2013, Tuobida is headquartered in Yantian District, Shenzhen, focusing on the transportation sector. The two types of intelligent solutions the company provides aim to promote digital traffic management and build a more intelligent, data-driven urban transportation system. Using a cloud-edge integration framework, the company seamlessly connects front-end sensors, edge computing, and cloud platforms to overcome key challenges such as data silos, integration difficulties, and high operating costs. In the first 9 months of 2025, the company's revenue was 271 million yuan, a year-on-year increase of 184.2%.
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