China's fifth largest independent teaching supplementary book planning and distributor Quanpin Education recently submitted a prospectus to the Hong Kong Stock Exchange for an intended listing in Hong Kong. On May 8, the China Securities Regulatory Commission (CSRC) received its listing filing application, and the International Department of the CSRC issued a request for supplementary materials to Quanpin Education: Please request your company to supplement and explain the following matters, and ask the law firm to conduct due diligence and issue clear legal opinions: I. On the compliance of equity structure establishment and reverse M&A, please explain: (1) Wang Yingdong acquired approximately 1% of the equity of Beijing Quanpin Culture & Education Technology Co., Ltd. (hereinafter referred to as "Beijing Quanpin") through capital increase. Please explain the paid-in status of the capital increase funds. When Quanpin Culture & Education (Beijing) Technology Co., Ltd. (hereinafter referred to as "Beijing Quanpin Technology") acquired 100% of the equity of Beijing Quanpin, please explain the specific details of the transaction price, pricing basis and rationality, payment term, and tax payment. Whether the above capital increase and acquisition processes comply with the *Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors*; (2) Whether Beijing Quanpin Technology has fulfilled the obligation of foreign investment information reporting, and whether Beijing Quanpin Technology and Beijing Quanpin have gone through the foreign exchange registration procedures for direct investment in China; (3) Beijing Leheng Culture Technology Partnership (Limited Partnership) (hereinafter referred to as "Leheng Culture"), Beijing Shuren Culture Technology Partnership (Limited Partnership), and Beijing Aoxiu Education Consulting Partnership (Limited Partnership) (hereinafter referred to as "Aoxiu Education") reduced their capital contributions in Beijing Quanpin. Please explain the reasons for the capital reduction and the specific details of tax payment; (4) Conclusive opinions on the compliance of regulatory procedures such as foreign exchange registration, outbound investment, foreign investment, and tax payment involved in the establishment of offshore structures and reverse investment overseas. II. On the status of major shareholders: For Choice Investment Co., LTD and Leheng Investment Co., LTD, which are shareholders holding more than 5% of the shares, there are domestic natural persons behind the ultimate beneficial owners. Please explain the basic information of the relevant entities in accordance with the *Guiding Rules for Supervision and Application – No. 2 for Overseas Issuance and Listing: Content and Format Guidelines for Filing Materials*. III. On the status of domestic operating entities, please explain: (1) Whether the domestic operating entities actually engage in "Internet data services" as stipulated in their business scope. Whether the company's main business of teaching supplementary book planning and distribution falls under the "businesses prohibited from investing in the editing, publishing, and production of books, newspapers, periodicals, audio-visual products and electronic publications" as stipulated in the *Special Administrative Measures for Foreign Investment Access (Negative List) (2021 Edition)* (hereinafter referred to as the "Foreign Investment Access Negative List"). Whether various market research activities such as on-site research, investigation, interview and data analysis carried out by the issuer before compiling teaching supplementary books fall under the market research or social survey business as stipulated in the "Foreign Investment Access Negative List"; (2) From 2022 to 2023, the consideration for Li Hongmian, Liu Yan, Shao Xiaopeng and Aoxiu Education to acquire shares was significantly lower than the transaction price in the same period. Please explain the pricing basis and rationality. As external investors withdrew successively through capital reduction, please explain the reasons, price, pricing basis and rationality of the capital reduction; (3) Beijing Quanpin and Wuhan Quanpin once provided short videos explaining knowledge points for free on their operated websites and applications, and owned primary and secondary school package course learning systems, teaching and research lesson preparation management systems, Internet live teaching platforms, etc. Please combine the business activities of the relevant entities and their copyright ownership and other situations to explain whether there have been violations of carrying out subject-based off-campus training, engaging in Internet cultural activities without authorization, or carrying out value-added telecommunications services without authorization during the reporting period; (4) The domestic operating entities of your company own traditional Chinese culture game-based learning systems and animated mathematics game-based learning systems. Please explain whether the company is engaged in game operation business and whether it is required to obtain necessary game version numbers; (5) Please combine the ICP filing status of Beijing Quanpin and Wuhan Quanpin to explain the specific types of value-added telecommunications services involved; (6) Please explain the pending litigation and arbitration cases involving the domestic operating entities, including the parties, basic facts, progress and other details; (7) Conclusive opinions on the legality and compliance of the establishment and all previous equity changes of the major domestic operating entities. IV. On data compliance, please explain the products such as websites, APPs and mini-programs developed and operated, the operating entities of the above products, the scale of user information collected and stored, the data collection and usage status, whether there is any situation of providing information to third parties, and the arrangements or measures for personal information protection and data security before and after the listing. Quanpin Culture & Education submitted its IPO prospectus for an intended Hong Kong listing, with China Securities Co., Ltd. as the sole sponsor https://www1.hkexnews.hk/app/sehk/2024/106409/documents/sehk24042201993_c.pdf © 2021 Meishun (Hong Kong) Management Consulting Co., Ltd. and Meishun (Hangzhou) Management Consulting Co., Ltd. All rights reserved. Meishun Meiyin (Hangzhou) Consulting Management Co., Ltd. is the domestic subsidiary of Hong Kong Meishun Management Consulting Co., Ltd. under the same actual controller. Both companies are under the same actual controller, and the company belongs to the same Chinese management system, and complies with the laws of Hong Kong and China.