On August 7, the China Securities Regulatory Commission (CSRC) released its supplementary filing requirements for overseas listings covering the period from July 27, 2026, to August 7, 2026. The CSRC's International Department issued supplementary material requests to three companies, including WecLac (Suzhou) Co., Ltd., which is required to provide further clarification on the basis for identifying its controlling shareholder and actual controller, as well as the reasonableness of share prices for new investors added within the last 12 months.
According to an April 29 filing with the Hong Kong Stock Exchange, WecLac submitted an application for a main board listing, with Guotai Haitan as the sole sponsor. The CSRC has asked WecLac to supplement the following items, with legal counsel to review and issue a clear legal opinion.
First, the company must: (1) further explain the basis for identifying the controlling shareholder and actual controller in accordance with the "Guidelines for the Application of Regulatory Rules - Overseas Issuance and Listing Type No. 2"; and (2) explain why Fang Shuguang, Chen Huilai (Fang Shuguang's spouse), Shanghai Chenkang, Suzhou Chenkang, Suzhou Zhongkang, Shanghai Huankang, and Suzhou Zekang are acting in concert, yet only Fang Shuguang is identified as the actual controller, and provide the rationale for this arrangement.
Second, the CSRC asks WecLac to explain: (1) the reasonableness of the share pricing for new investors added within the last 12 months, including the reasons for the price difference between Boyu Xinzhi's simultaneous capital increase and acquisition of existing shares; and (2) provide a clear conclusion on whether the share prices for these new investors are fair and reasonable, and whether there is any transfer of benefits.
Third, the company must clarify whether there are any relationships among shareholders holding less than 5% of the shares. If such relationships exist, it should be determined whether their shareholdings should be aggregated, and if the total exceeds 5%, they should be reviewed as a 5% or greater shareholder.
Fourth, the company must explain: (1) the composition and positions of participants in its historical equity incentive plans, whether these participants have any affiliations with the company's other shareholders, directors, supervisors, or senior management, and whether any participants are prohibited by laws, administrative regulations, or national regulations from participating in corporate equity incentives; also, the fairness of subscription prices, contractual terms, decision-making procedures, and operational compliance; (2) the rationale for the 2023 equity incentive plan, which was granted solely to the actual controller with no lock-up period, and the fairness of the subscription price; and (3) provide a clear conclusion on whether all historical equity incentives were legal and compliant, and whether any benefit transfers occurred.
Fifth, the CSRC requires a detailed explanation of the complete content of special shareholder rights arrangements, the specific terms of termination clauses, and the decision-making procedures followed. It must be confirmed whether all shareholders have reached an agreement, whether there are any disputes, and whether these arrangements pose a material obstacle to the overseas listing.
Sixth, the company must explain: (1) the relevant business qualifications it has obtained, and based on its patent usage, demonstrate, with reference to the "Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Edition)," whether the company's and its subsidiaries' businesses and scope of operations involve any restricted or prohibited areas under the foreign investment negative list, and whether the company will continue to comply with foreign investment access policies before and after the listing and "full circulation"; and (2) whether its research, development, and production involve human stem cells, gene diagnosis and treatment technology development, or application.
Seventh, the company must disclose whether the shares held by shareholders intending to participate in the "full circulation" are subject to any pledges, freezes, or other title defects.
Eighth, the company must explain the business activities of its overseas subsidiaries, the specific procedures completed for overseas investment and foreign exchange registration related to establishing these subsidiaries, and provide a conclusion on their compliance.
Ninth, the company must detail the intended use of the proceeds from the offering, including whether it involves overseas investment, and whether all necessary approvals, verifications, or registration procedures have been completed.
According to the prospectus, WecLac is a global leading bio-manufacturing company primarily engaged in the research, development, production, and sale of probiotic strains. According to Frost & Sullivan, the company ranked third globally and first in Asia by production volume of probiotic raw bacteria powder in 2025. The company is dedicated to providing high-activity, high-stability, and functional probiotic bacteria powder, probiotic preparations, and dairy starters to companies in the human health (functional foods and dietary supplements), dairy, and agriculture sectors, using its proprietary probiotic strain resources and production processes. Currently, the company's core independently developed and industrialized WecLac® strains include Bifidobacterium animalis subsp. lactis BLa80, Lactobacillus rhamnosus LRa05, Bacillus coagulans Weizmannia BC99, Bifidobacterium longum subsp. longum BL21, and Akkermansia muciniphila Akk11.
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