Qinghui Technology (QHT.US) is planning a US IPO, and the China Securities Regulatory Commission has requested additional information regarding the compliance of its equity structure and reverse merger.

On February 21, the China Securities Regulatory Commission (CSRC) published the "Supplemental Material Requirements for Overseas Issuance and Listing (February 14-20, 2025)", in which the International Department of the CSRC issued supplemental material requirements to six companies. Among them, QHT.US was required to supplement the explanation of the legality of its equity structure and reverse merger, as well as the specific scheme of this issuance and listing. It is reported that QHT.US is planning to list on the Nasdaq in the United States, and the Company plans to issue 1.3 million shares at a price range of US$5 to US$6, raising US$7 million. Based on the midpoint of the proposed range, QHT International's market value would reach US$95 million. Please supplement the following matters and have the lawyer verify and issue clear legal opinions: 1. On the legality of equity structure and reverse merger. (1) Please supplement the conclusionary opinions on the legality of offshore structure building and reverse investment involving foreign investment and other regulatory procedures, and explain whether the reporting obligations under the Foreign Investment Information Reporting Method have been fulfilled. (2) Please explain the pricing basis and fairness of the transfer price of the Company's acquisition of the equity of the domestic operating entity, the payment of the consideration, and the tax payment, and whether it meets the "Regulations on Foreign Investment in China". 2. On the issuance scheme. Please explain the specific scheme of this issuance and listing, including the number of shares to be issued without and with the exercise of the over-allotment option, the proportion of the issued shares to the total shares after issuance, list the changes in the shareholding structure before and after issuance, the expected amount of raised funds, and the specific use and corresponding proportion of the raised funds. QHT was founded in 2002 and headquartered in Wuhu, Anhui Province. The Company operates through its domestic subsidiary Wuhu QHT Co., Ltd. in China, producing and selling parts and components for passenger cars, trucks, and railway carriages. One of its most successful products to date is the liquefied natural gas cylinder frame for trucks, which is lightweight, easy to install and remove, and cost-effective. In 2019 alone, QHT produced over 28,000 liquefied natural gas cylinder frames. According to the F&S report, as of 2023, the Company is the largest supplier in the Chinese liquefied natural gas cylinder frame market, accounting for 22.7% of the market share.