Ruiboli Seals (Zhejiang) Co., Ltd. was established in 2019 and completed its listing on the OTC market in the United States in 2021. The headquarters of the group is located in the Lone Star State of Texas, USA. It is an integrated group enterprise engaged in import and export trade, production and sales of synthetic rubber, rubber compounds, car window seals, automotive parts, and other products.

Ruiboli submitted its application for listing on NASDAQ to the US Securities and Exchange Commission in February of this year, planning to be listed on NASDAQ from the US OTC Pink market, with the stock code RLEA (consistent with the company's current OTC code). The company plans to issue 1.6 million common shares at a price of 4-6 US dollars. As of September 1st, the company's latest stock price is $5.8, with a market value of $238 million.

On August 28, 2024, the China Securities Regulatory Commission received materials from Ruiboli Sealing (Zhejiang) Co., Ltd., the second overseas listed company in China to be listed on the stock exchange, to file for overseas issuance and listing with the China Securities Regulatory Commission. On August 30, 2024, the China Securities Regulatory Commission issued a document providing feedback on this matter:

Rui Boli

Please provide additional clarification on the following matters for your company, and have a lawyer verify and provide a clear legal opinion:

1、 Regarding the equity structure. Please explain: (1) The transaction price and pricing basis for Rubber Leaf Inc's acquisition of the issuer's shares, and whether tax declaration was made in accordance with the provisions of the Announcement on Several Issues Concerning Enterprise Income Tax on Indirect Transfer of Property by Non Resident Enterprises; (2) The compliance of equity control structure establishment, including but not limited to the implementation of regulatory procedures related to offshore structure and foreign investment involved in return investment, and issuing conclusive opinions on compliance.

2、 Regarding equity incentives. Please explain the background, price, and pricing basis of the existing equity incentive plan, whether there are laws and regulations prohibiting shareholding entities, whether there is interest transfer, and whether the relevant equity incentive employees have handled the relevant matters in accordance with the "Notice of the State Administration of Foreign Exchange on Foreign Exchange Management of Domestic Individuals Participating in Equity Incentive Plans of Overseas Listed Companies".

3、 Regarding compliant operations. Please explain: (1) The actual paid in registered capital of domestic operating entities. If there is any unpaid amount, please explain the reasons for the unpaid amount, compliance, and its impact on the company's operation and debt paying ability; (2) The reasons and rationality for the high concentration of company suppliers and customers, verify whether the top five suppliers and customers with relevant annual transaction volumes have domestic or foreign entities or related parties controlled by your company's actual controllers, shareholders, supervisors, and senior management personnel, and explain whether they have a real transaction background based on industry practices, customer or supplier types.

In recent years, there have been frequent reports of domestic enterprises going public overseas. With the introduction of multiple policies to encourage domestic enterprises to go public overseas, the overseas financing channels for domestic enterprises have become more smooth. Moreover, the overall pace of approval for overseas listing filing has significantly accelerated, and enterprises have been more actively and enthusiastically submitting their filings. Various signs indicate that the introduction of the new filing regulations has not become an obstacle to overseas listing. On the contrary, it helps companies achieve financing and development through the international capital market, promotes the optimization of corporate governance structure and transparency, provides institutional guarantees and predictability for the international development of enterprises, and thus promotes domestic enterprises to better integrate into global competition and achieve sustainable development.

The overseas listed capital group for small and medium-sized enterprises is jointly established and initiated by well-known institutions and professionals such as the United Business Association and the Wall Street Listing and Financing Office in the United States. The group has been focusing on the field of overseas listing for 15 years, with rich experience in SPAC listing and "OTC two-step". It is committed to helping more small and medium-sized enterprises in Asia enter the overseas capital market and providing various high-quality shell resources (including but not limited to SPAC shell resources). We look forward to working with you!