中企赴美上市局势突变，OTC市场成破局关键

Core Viewpoint - The new financial thresholds and stricter substantive reviews imposed by Nasdaq and NYSE are expected to make 2026 a pivotal year for Chinese companies seeking to list in the U.S. The OTC market is emerging as a more flexible alternative for these companies to navigate the challenges of going public abroad [1]. Nasdaq Regulations - Nasdaq has implemented discretionary powers allowing it to reject listings even if companies meet all written requirements if there are risks of securities manipulation [2]. - The minimum public float market capitalization requirement under the net income standard has been raised from $5 million to $15 million [2]. - A new delisting rule states that stocks priced below $0.10 for ten consecutive days will be immediately suspended and initiated for delisting without a grace period [2]. - Special requirements for Chinese companies may include a minimum fundraising of $25 million through IPO or reverse mergers, potentially prohibiting direct listings [2]. NYSE Regulations - NYSE maintains its existing standards while the NYSE American market awaits approval for its new standards [3]. Financial Standards - The fundraising and market capitalization thresholds have been raised to $15 million [4]. Stock Price Standards - The minimum stock price standard has been unified to $4 per share, and the calculation of public shares has been revised to exclude restricted stocks [5]. Market Dynamics - In 2025, only 1 out of 93 Chinese companies listed on U.S. main boards met the new regulations through direct IPO, with nearly 70% of small enterprises raising less than $1 million, contrasting sharply with the $25 million threshold for main boards [5]. - The OTC market, with over 12,000 listed companies and annual trading volumes in the hundreds of billions, is being recognized as a viable capital market ecosystem rather than a secondary option [5]. Advantages of OTC Market - The OTC market offers excellent cost-effectiveness with a listing cycle of only 3-6 months and no mandatory underwriters, significantly reducing compliance uncertainty [5]. - It accommodates various stages of enterprise development, with market makers providing broad coverage and supporting ADR listings to meet diverse financing needs [6]. - The transition to main boards is facilitated, with an average of 52 companies per year moving from OTC to main boards between 2018 and 2022, and a recent case of a Chinese company transitioning in just 6-8 weeks [8]. - The flexible equity structure allows founders to maintain a high level of control [9]. Strategic Considerations for Chinese Companies - Startups should initially consider the OTC ID/Pink Sheets market, while growth-stage tech companies should target OTCQB, and mature companies should aim for OTCQX [10]. - Companies are advised to standardize financial statements according to U.S. GAAP/IFRS and enhance information disclosure to meet dual regulatory requirements [10]. - OTC can serve as a "compliance training ground" to prepare for transitioning to main boards by meeting net asset, shareholder, and market capitalization requirements [10]. - The evolving U.S. market landscape is complemented by improved regulatory processes from the China Securities Regulatory Commission and optimized foreign exchange policies, facilitating the repatriation of funds raised abroad [10].