Zhuoyou Zhimei's Hong Kong stock IPO received feedback from the China Securities Regulatory Commission: whether there was stock holding, compliance with off-campus training, and reasons for providing interest-free loans to controlling shareholders

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[In-depth] Zhuoyou Zhimei Hong Kong Stock IPO: Is it insolvent and carrying more than 50 million yuan in bank loans but providing huge amounts of interest-free financial assistance to the controlling shareholder to go public and raise funds?   
Recently, Zhuoyou Zhimei received feedback from the China Securities Regulatory Commission on the filing of this overseas listing. The specific feedback is as follows. Please add the following matters to your company, ask your lawyer to verify and issue a clear legal opinion:
1. Regarding equity changes. (1) In December 2021, Zhuoyou Media, the sole shareholder of your company, transferred all its shares to three shareholders, including Xingjiahua Education, the existing largest shareholder of your company, for free. Please explain the reasons for the free transfer based on the equity structure of the above-mentioned transfer parties and whether there is a situation of holding shares on behalf of the transfer parties. If there is, please check in accordance with the relevant requirements of the "Guidelines for the Application of Regulatory Rules-Overseas Issuance and Listing No. 2" on share holding;(2) Please follow the "Guidelines for the Application of Regulatory Rules-Overseas Issuance and Listing No. 2" on controlling shareholders. Requirements, explain the basic situation and historical evolution of the controlling shareholder;(3) Please explain the progress of the industrial and commercial change registration related to the restoration of equity holding in your company's five holding subsidiaries.
2. About business operations.Please refer to the relevant management regulations on off-campus training to explain the compliance of your company and its subsidiaries in important aspects such as business qualifications, training content, employees, fees and fund management, and school venues. In addition, please explain the specific standards and rationality of major litigation, arbitration and administrative penalty cases in the legal opinion, and further explain whether there are major litigation, arbitration, disputes, and matters related to administrative penalties in your company, your company's chairman, general manager, and your company's domestic subsidiaries.
3. Please explain the amount and reasons for the interest-free loans your company has provided to controlling shareholders and other related parties in the past three years, and explain whether it actually constitutes the related party's occupation of your company's training fee funds, and whether it violates relevant management regulations on off-campus training.
4. Regarding the listing plan for this offering: (1) Please explain whether the specific plan and arrangements for your company's share subdivision will affect the number of shares issued this time;(2) Please explain the number and proportion of H shares issued this time after the full exercise of the offering volume adjustment rights, as well as the estimated scale of funds raised.
On August 15, 2025, Zhuoyou Zhimei submitted its GEM listing application to the Stock Exchange for the first time, with Zhongtai International as the exclusive sponsor.
According to the prospectus, Zhuoyou Zhimei focuses on providing artistic training to children and teenagers aged 4 to 14. It is mainly divided into three categories of dance courses (including China dance courses, Latin dance courses and street dance courses) and five categories of non-dance courses (including art/painting courses, calligraphy courses, broadcast hosting courses, taekwondo courses and vocal music courses).
Tu Xiangrong, founder of Zhuoyou Zhimei, founded Nanchang Kangcheng in 2018 and opened the first art training school. Since then, the company has continued to provide art training services in Nanchang City, Jiangxi Province by operating an art training center. On December 30, 2020, Zhuoyou Zhimei was officially established and was transformed from a limited liability company to a joint stock limited company on July 8, 2025.
Zhuoyou Zhimei plans to use the raised funds to: (1) acquire a chain of art training centers in South China (such as Wuhan and Hefei);(2) expand the network of art training centers by establishing about 30 new art training centers in Jiangxi Province and Changsha City;(3) introduce artificial intelligence assistive tools for art training centers and strengthen personalized learning for eight categories of courses through adaptive curriculum planning and performance analysis;(4) To renovate and upgrade existing art training center facilities and purchase teaching equipment to improve students 'learning experience, thereby optimizing course pricing and improving profitability;(5) Working capital needs and general corporate purposes.