New Stock News | METRO AG plans Hong Kong IPO, CSRC requires disclosure of changes in shareholding structure before and after listing

According to the financial news app Zhitong Finance, on July 26, the China Securities Regulatory Commission disclosed the supplementary materials required for overseas issuance and listing filing (July 19, 2024 - July 25, 2024). Among them, the CSRC requested METRO to explain the changes in the equity structure before and after the issuance. As disclosed by the Hong Kong Stock Exchange on June 28, METRO Supply Chain Limited has submitted an application for listing on the main board of the Hong Kong Stock Exchange, with UBS Group and CMB International Securities as its joint sponsors. In addition, METRO needs to provide further explanations and have lawyers conduct checks and issue clear legal opinions on the following: Regarding the compliance of the structure establishment, (1) Please explain the specific circumstances and compliance conclusions of the establishment and changes of METRO China, Tongfu Trading, Guangdong METRO, Zhiwang Yijia, Shenzhen Youze, and Shanghai Tuobakou in performing foreign investment procedures. (2) Please explain the consideration, pricing basis, fairness, payment method, payment time, and tax payment situation related to the acquisition of equity in METRO China and Shanghai Tuobakou by the issuer, and provide a conclusive opinion on the compliance of the return acquisition process. (3) If Tongfu Trading acquires equity of domestic enterprises through mergers and acquisitions, please explain the consideration, pricing basis, fairness, payment method, payment time, tax payment situation, and provide a conclusive opinion on the compliance of the return acquisition process. (4) Specific performance of offshore structure construction and return investment related to overseas investment, foreign investment, foreign exchange management, tax and other regulatory procedures by the issuer, and provide a conclusive opinion on compliance. Regarding shareholders, (1) Please explain the basic information of Chinese natural persons after the penetration of Beijing Mu Hong Management Consulting Co., Ltd. and Hong Xing Capital Holdings I, Limited, the performance of overseas investment procedures, and whether there are subjects prohibited from holding shares by laws and regulations. (2) Basic information of shareholders after the penetration of Tropical Power. (3) Basis for not consolidating Market Guard as a shareholder holding more than 5%. (4) Performance of state-owned shareholders in state-owned share identification and other state-owned asset management procedures. (5) Please disclose the basic information of existing shareholders in the legal opinion. Regarding compliance operation, please explain: (1) The specific circumstances and compliance conclusions of the issuer's leasing business, whether it involves real estate development and sales. (2) Whether the issuer's consulting business involves the social investigation field in the "Special Management Measures for Foreign Investment Access (Negative List) (2021 Edition)". (3) If the issuer's domestic operating entities' business scope involves retail of publications, operation of third-class medical devices, road freight transportation, second-class value-added telecommunications services, etc., please explain the actual business operations of relevant enterprises, whether they have obtained corresponding qualifications, and whether they involve areas in the "Special Management Measures for Foreign Investment Access (Negative List) (2021 Edition)". (4) Specific circumstances of the issuer's business involving value-added telecommunications services, the scale of customer information collected and stored through the development and use of websites, apps, mini-programs, etc., data collection and usage, whether it involves providing personal user information to third parties, arrangements or measures for personal information protection and data security before and after listing. (5) Progress of the litigation involving Wumart New Retail, whether it has a substantial impact on the issuer's business activities and this issuance The prospectus shows that METRO Supply Chain is a leading food and fast-moving consumer goods supply chain solution service provider in China, providing safe and high-quality products as well as efficient and convenient solutions to a wide range of corporate and institutional clients, as well as retailers. This includes food service and distribution solutions, welfare gift solutions, and retail distribution solutions (including product sales to retailers and supply chain services). According to Frost & Sullivan data, based on 2023 revenue, METRO Supply Chain's industry position in China is as follows: the company is the second largest food and fast-moving consumer goods supply chain solution service provider; the second largest retail supply chain solution service provider; the fifth largest catering supply chain solution service provider and the largest group meal supply chain solution service provider; and the second largest commercial welfare and gift solution service provider. Financially, in the fiscal years 2021, 2022, and 2023, the company's revenue was approximately RMB 27.82 billion, RMB 27.102 billion, and RMB 24.858 billion respectively; during the same period, the company's annual profits were approximately RMB 332 million, -471 million, and 253 million respectively