IPO News | Lupeng Pharmaceutical plans to list Hong Kong stocks, China Securities Regulatory Commission requires additional explanation on matters such as establishing an offshore structure and compliance with return mergers and acquisitions

The Zhitong Finance App learned that on December 26, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (December 22, 2025 to December 26, 2025)”. The International Department of the China Securities Regulatory Commission announced supplementary material requirements for 19 companies. Among them, Lu Peng Pharmaceutical was requested to provide additional explanations on matters such as the construction of offshore structures and compliance with return mergers and acquisitions. According to the Hong Kong Stock Exchange's disclosure on October 31, Lu Peng Pharmaceutical Co., Ltd. submitted a listing application to the main board of the Hong Kong Stock Exchange, and CITIC Securities was the sole sponsor.

The Securities Regulatory Commission requested Lu Peng Pharmaceutical 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 offshore structures and return investments by the company and domestic shareholders, and explain the concluding opinions on whether they complied with the regulations in force at the time; (2) the fairness of the transaction consideration, pricing basis, payment method, payment period, and pricing of domestic operating entities obtained by the company and domestic shareholders, and whether the transferor's tax reporting obligations relating to the above equity transfer process complied with the “Regulations on Domestic Mergers and Acquisitions of Foreign Investors” .

2. Regarding the shareholder situation: (1) Please explain the complete penetration of the company's controlling shareholders, and whether domestic entities with 5% or more of the shares penetrated upward are prohibited by laws and regulations; (2) Please explain the rationality of the share prices of new shareholders in the last 12 months, the reasons for the differences between these share prices, and issue clear conclusions on whether there are any benefits.

3. In accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”, please verify the options incentive plan formulated by the company before filing the initial listing and prepared to be implemented after listing.

4. Please explain the rights and obligations of each party to the trust involved in the actual controller of the company in accordance with the specific provisions of the trust contract, and specify the details of all trust beneficiaries, including but not limited to the beneficiaries, beneficiary shares, and relationships with the founders of the trust.

5. Regarding domestic operating entities: (1) Please explain the registered capital payment status of the company's domestic operating entities, the basis for the pricing of previous capital increases and share transfers, whether the capital was actually paid, whether there were any cases of failure to fulfill funding obligations, evasion of funding, and defects in funding methods, and issue clear concluding opinions on whether the establishment and successive shareholding changes were legal and compliant; (2) Please explain whether the domestic operating entity's Guangzhou Lupeng Fire Service filing process constituted a major violation of laws and regulations, and whether it had a significant impact on the current listing; (3) Please explain the scope of domestic operation including “medical research and The specific situation of “experimental development; organization of cultural and artistic exchange activities; engineering and technical research and experimental development; information consulting services; natural science research and experimental development; drug Internet information services”, whether the relevant business and specific operation conditions have been obtained, whether the necessary qualifications have been obtained, the scope of business and whether the actual business involves “development and application of human stem cells, genetic diagnosis and treatment technology” or other restricted or prohibited fields and related judgment grounds for foreign investment, and whether it continues to meet the requirements of foreign investment entry policies before and after the launch.

6. Regarding this issuance and listing: (1) Please explain whether the company's share breakdown plan will affect the number of shares issued; (2) Please explain the estimated amount of capital raised before and after the exercise of the over-allotment rights and its specific calculation method, the specific use of the capital raised, the share of domestic and foreign use, and the implementation of domestic and foreign investment approvals, approvals or filings.

According to the prospectus, Lupeng Pharmaceutical is a leading global biopharmaceutical company with a self-developed BeyondX oral pharmacochemistry platform. It focuses on the design, discovery, clinical development and commercialization of high-bioavailability oral drugs that exceed the molecular chemical spatial definition of the “Five Rules” guidelines for traditional drug discovery to meet the unmet medical needs of patients with cancer and autoimmune diseases around the world.

LP-168- The company's core product, a BTK inhibitor in the NDA phase. The company's core product, LP-168, is the world's first and only “covalent and non-covalent” dual BTK inhibitor, and has best-in-class potential in both oncology and autoimmune diseases. This dual binding mechanism enables LP-168 to simultaneously eliminate tumor cells carrying wild type and drug-resistant mutant BTK, and overcome drug resistance restrictions caused by traditional first-generation, second-generation, and third-generation BTK inhibitors due to a single mode of action (only covalent or only non-covalent). LP-168 has shown significant clinical benefits in many oncology and autoimmune disease indications, and has shown excellent safety. The incidence of treatment-related adverse events is lower than that of previous BTK inhibitors.