Dragon Holdings plans to list on the US stock market, and the China Securities Regulatory Commission requires supplementary explanations on the compliance of equity structure construction and reverse mergers

According to the Zhitong Finance APP, on February 21, the China Securities Regulatory Commission (CSRC) announced the "Supplementary Material Requirements for Overseas Issuance and Listing Filing (February 14, 2025 - February 20, 2025)." The International Department of the CSRC issued supplementary material requirements for six companies. Among them, Julong Holding Limited was required to provide additional explanations regarding the compliance of its equity structure setup and reverse mergers, operational entities, business operations, as well as information protection and data security. It is reported that on February 20, the International Cooperation Department of the CSRC issued a "Notice of Overseas Issuance and Listing Filing for Julong Holding Limited." Julong Holding Limited plans to issue no more than 2.392 million ordinary shares and list on the NASDAQ stock exchange in the United States.

The CSRC requested the company to supplement the following matters and asked lawyers to verify and provide clear legal opinions:

1. Regarding the compliance of equity structure setup and reverse mergers, please explain: (1) whether the domestic operating entities Beijing Junxinyuan Company and Julong Online Company have completed the foreign exchange registration procedures for domestic direct investment as required; (2) during the acquisition of 99% equity of Julong Online Company by Beijing Junxinyuan Company, please explain the pricing basis and fairness of the equity transfer transaction price, payment methods and payment terms, and the specific situation of fulfilling tax declaration obligations.

2. Regarding historical evolution. (1) Before December 2023, Beijing Huiju Tianxia Investment Co., Ltd. was the controlling shareholder of the company's domestic operating entity Julong Online Company. Please explain whether there have been any prohibitive circumstances as stipulated in Article 8 of the "Interim Measures for the Administration of Overseas Issuance of Securities and Listing by Domestic Enterprises" for the company and its controlling shareholders and actual controllers since early 2021, in conjunction with the changes in the main shareholders of Beijing Huiju Tianxia Investment Co., Ltd.; (2) conclusive opinions on the legality and compliance of the establishment of the main domestic operating entity and its historical equity changes.

3. Regarding operational entities. According to the prospectus, the company's main business includes contracting, operation maintenance of intelligent engineering projects, and sales of equipment and materials for intelligent systems. During the reporting period, there were subcontracted engineering projects controlled by the actual controller. Please explain the situation of other engineering construction-related companies controlled by the actual controller in the past three years (i.e., entities participating in engineering bidding, signing contracts), including company names, establishment dates, specific businesses of such companies in the past three years, any litigation, arbitration, or administrative penalties, and whether there are any significant illegal activities. Additionally, please explain the reasons and rationale for not including the aforementioned engineering construction-related companies in the listing entity while taking Julong Online Company as the main domestic operating entity, in conjunction with the changes in Julong Online Company's main business in the past three years.

4. Regarding business operations. According to the prospectus, the company's business includes providing intelligent engineering system services such as security and visitor management to municipal public utility units, such as airports, universities, and hospitals. Please explain whether the business involved by the company and domestic operating entities falls under the important infrastructure and other important areas related to national security as stipulated in the "Foreign Investment Security Review Measures," and whether it involves foreign investment security review.

5. Regarding information protection and data security. Please explain the situation of the company developing/operating websites, apps, mini-programs, etc. (if any), the scale of user information collected and stored, data collection and usage situations, whether there is any provision of information to third parties, and the arrangements or measures for personal information protection and data security before and after the listing