The China Securities Regulatory Commission (CSRC) issued a notice on April 17 requesting supplementary materials for overseas listing filings during the period of April 13 to April 17, 2026. The regulator has asked Big Pizza Catering to clarify the compliance of its equity structure setup and round-trip acquisitions. Specifically, the CSRC requires Big Pizza to: (1) confirm whether shareholders holding more than 5% of equity have completed foreign exchange registration under the "Notice on Issues Concerning Foreign Exchange Administration for Overseas Investment, Financing, and Return Investment by Domestic Residents via Special Purpose Vehicles" (Document No. 37); (2) detail the transaction consideration, pricing basis, and tax payments involved in acquisitions of domestic entities during the establishment of its red-chip structure, and verify compliance with the "Regulations on the Acquisition of Domestic Enterprises by Foreign Investors"; and (3) provide conclusive opinions affirming that the equity structure setup and round-trip acquisition process adhered to then-effective foreign exchange, outbound investment, foreign investment, and tax regulations.
According to a Hong Kong Exchange filing dated January 16, Big Pizza Catering submitted its listing application to the HKEX, with BOC International acting as its sole sponsor. Additionally, the CSRC has requested Big Pizza to supplement explanations on the following matters, requiring legal counsel to review and provide clear legal opinions: regarding domestic operating entities, clarify (1) whether any significant litigation or arbitration cases exist that could materially adversely affect the issuer's financial condition or business operations, or constitute a substantial obstacle to the listing, in accordance with the "Regulatory Rules Applicable to Overseas Listings—No. 2"; and (2) issue a conclusive opinion on the legality and compliance of historical equity changes in major domestic operating entities. The filing materials and the maximum number of shares to be issued in the prospectus must be consistent; any discrepancies should be addressed by providing amended filing reports or prospectuses. If the prospectus increases the number of shares issued or the fundraising scale, the use of proceeds plan must be updated accordingly.
The prospectus reveals that Big Pizza Catering is a leading pizza buffet brand in China. Founded in 2002 with its first restaurant in Beijing, the company had expanded to 387 restaurants across 127 Chinese cities as of the latest practicable date, comprising 310 self-operated and 77 franchised outlets. According to data from CIC, Big Pizza ranked first among domestic pizza restaurants in China by GMV for the nine months ended September 30, 2025, with a total transaction volume of RMB 1.7 billion and a market share of 4.3%. During the same period, it also held the top position in the buffet restaurant segment with a 1.2% market share and led in the Western casual dining restaurant category.
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