IPO News | Weikang Probiotics Plans Hong Kong Stock IPO, China Securities Regulatory Commission Requests Additional Clarification on the Basis for Determining Controlling Shareholders and Actual Controllers

Zhitong Finance App learned that on August 7, the China Securities Regulatory Commission issued the “Requirements for Supplementary Materials for Overseas Issuance and Listing Filing (July 27, 2026 - August 7, 2026)”. The International Division of the China Securities Regulatory Commission issued supplementary material requirements for a total of 3 companies. Among them, Weikang Probiotics is required to further explain matters such as the basis for determining the controlling shareholder and actual controller, and the rationality of the share price of new shareholders in the last 12 months. According to the Hong Kong Stock Exchange disclosure on April 29, Weikang Probiotics (Suzhou) Co., Ltd. submitted a listing application to the main board of the Hong Kong Stock Exchange, and Cathay Pacific Haitong was the sole sponsor.

The China Securities Regulatory Commission requested Weikang Probiotics to further explain the following matters. Lawyers carried out inspections and issued clear legal opinions:

1. Please ask your company to: (1) further explain the basis for determining the controlling shareholder and actual controller in accordance with the requirements of the “Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Class No. 2”; (2) explain the reasons and rationality of Fang Shuguang, Chen Huilai (Fang Shuguang's spouse), Shanghai Chenkang, Suzhou Zhongkang, Shanghai Huankang, and Suzhou Zekang as acting in concert.

2. Please explain: (1) the rationality of the share price of the new shareholders in the last 12 months; the reason and rationality of the differences in the share price of Boyu Xinzhi's capital increase and transfer of old shares at the same time; (2) issue a clear conclusion on whether the share price of the new shareholders within the last 12 months is fair and reasonable, and whether there are benefits conveyed.

3. Please indicate whether there is a relationship between shareholders holding less than 5% of the shares. If so, whether the shareholding ratio should be calculated collectively, and those over 5% should be thoroughly checked by 5% or more shareholders.

4. Please explain: (1) The composition and employment status of your company's previous equity incentive personnel, whether the participants are related to other shareholders, directors, supervisors, and senior managers of your company; whether there are people with laws, administrative regulations, and relevant national regulations that clearly cannot participate in corporate equity incentives; as well as the fairness of the share price, agreement, implementation of decision-making procedures, and standardized operation; (2) The equity incentive target implemented by your company in 2023 is only the actual controller, and the reason and rationality of the relevant share price is fair; (3) First time Make clear conclusions about whether equity incentives are legal and compliant, and whether there is a transfer of benefits.

5. Please explain the full details of the special shareholders' rights arrangement, the details of the termination clause and the decision-making process for implementation, whether all shareholders have reached an agreement, whether there are any disputes, and whether they constitute a substantial obstacle to this overseas issuance and listing.

6. Please explain: (1) Your company has obtained relevant business qualifications, and explain whether your company and its subsidiaries' business, scope of operations, etc. are restricted or prohibited on the negative foreign investment access list based on the patent usage situation, and whether the requirements of the foreign investment access policy continue to meet the requirements of the foreign investment access policy before and after this listing and “full circulation”. (2) Whether your company's R&D and production involves the development and application of human stem cells, genetic diagnosis and treatment technology.

7. Please explain whether the shares held by shareholders who intend to participate in the “full circulation” have been pledged, frozen, or have other rights defects.

8. Please explain the business content of your company's overseas subsidiaries, the specific implementation of overseas investment, foreign exchange registration and other supervisory procedures involving the establishment of overseas subsidiaries, and issue concluding opinions on compliance.

9. Please explain in detail the use of capital raised by your company, whether it involves overseas investment, and whether it has completed the relevant approval, approval or filing procedures.

According to the prospectus, Weikang Probiotics is a leading global biological manufacturer, mainly engaged in research and development, production and sales of probiotic strains. According to Frost & Sullivan, the company ranked third in the world for probiotic powder production in 2025 and number one in Asia.

The company is committed to providing highly active, highly stable and functional probiotic powder, probiotic preparations and dairy starter for companies in the fields of human health (that is, functional food and dietary supplements), dairy products and agriculture through self-developed probiotic strain resources and supporting production and preparation processes.

Currently, the core strains of WeClac® independently developed and industrialized by the company include animal bifidobacteria lactic subsp. bla80, lactobacillus rhamnosus lrA05, coagulant (Bacillus spp.) Weizmanns BC99, bifidobacteria longus bL21, and mucophilus acmannia AKK11.