【锋行链盟】纳斯达克IPO红筹架构搭建流程及核心要点

Core Concept - The article discusses the process and key points for establishing a red-chip structure for companies seeking to list on NASDAQ, emphasizing the need to transfer domestic operational rights to an offshore holding platform while complying with both Chinese and U.S. regulations [2][10]. Group 1: Basic Concepts and Types - Red-chip structure refers to domestic companies setting up holding companies in offshore locations (typically Cayman Islands or BVI) to list on foreign exchanges [2]. - There are two types of structures based on the control of domestic rights: pure red-chip structure and VIE (Variable Interest Entity) structure [4]. Group 2: NASDAQ IPO Red-chip Structure Setup Process - Initial preparation involves defining goals and conducting due diligence [2]. - Establishing an offshore holding structure includes setting up a Cayman company as the top-level holding entity, a Hong Kong company as an intermediary, and a WFOE (Wholly Foreign-Owned Enterprise) or VIE entity as the domestic operational entity [4][5]. - Restructuring domestic assets varies by structure type, with pure red-chip involving direct or indirect equity ownership and VIE relying on contractual agreements for control [4][9]. Group 3: Compliance and Regulatory Requirements - Compliance registration addresses foreign exchange and foreign investment issues, including necessary registrations for founders and WFOE [5][9]. - The importance of ensuring that agreements under the VIE structure comply with Chinese laws to avoid potential legal issues [10]. Group 4: Investor Introduction and IPO Preparation - Pre-IPO investors typically include private equity or venture capital funds, negotiating terms such as valuation and equity stakes [6][9]. - Preparing the NASDAQ listing application involves compiling an S-1 form that includes business descriptions, financial data, and risk factors [7][9]. Group 5: Listing and Post-Listing Arrangements - The listing process includes roadshows to attract institutional investors and finalizing the offering price based on market demand [8][9]. - Post-listing compliance requires adherence to SEC disclosure requirements and NASDAQ's ongoing listing standards [8][10]. Group 6: Key Considerations - The design of the structure must be rational, avoiding excessive SPV nesting to reduce compliance costs and regulatory risks [10]. - Tax optimization strategies are crucial, with the Cayman company offering tax neutrality and the Hong Kong company providing favorable tax arrangements [10]. - Transparency in information disclosure is essential to mitigate risks of litigation from investors regarding compliance issues [10].