面对美国IPO市场困境，中企赴美 “曲线上市” 最优解

Group 1: Current State of the US IPO Market - The US mainboard IPO market has seen increasing barriers for Chinese companies, with a decline in acceptance and rising costs, resulting in a "growing number, shrinking scale, and high thresholds" phenomenon [2] - In 2025, 63 Chinese companies are expected to go public in the US, raising only $1.12 billion, a significant 41% decrease from 2024, with an average fundraising amount of less than $20 million, far below historical levels [2] - New Nasdaq regulations set to take effect in 2026 will further exacerbate these challenges, raising the IPO net income standard from $5 million to $15 million (200% increase) and the revenue listing standard from $8 million to $15 million (87.5% increase) [2] Group 2: SEC Structural Reform Proposals - The SEC aims to alleviate disclosure burdens for small companies by adjusting disclosure requirements based on company size and maturity, and changing reporting periods from quarterly to semi-annually, with 2026 as a key rule-making year [3] - The reform includes a dual pillar strategy: the first pillar limits information disclosure to "financially significant" content, while the second introduces differentiated regulatory mechanisms based on company size and maturity [3] - These measures aim to create a more efficient and friendly listing environment, enhancing the attractiveness of the US capital market for innovative companies [3] Group 3: US OTC Market - The strategic value of the US OTC market has been revitalized for many growing small and medium-sized enterprises that do not meet the stringent standards of Nasdaq [4] - The OTC market offers a low-threshold, low-cost, and flexible access point for small businesses to connect with the US capital market, with a multi-tier structure providing tailored options for companies at different development stages [5] - The OTCID base tier requires only unaudited financial statements with no price or profit thresholds, while the OTCQB growth tier requires audited financials but no mandatory profit requirements, allowing companies to gain compliance experience [5] Group 4: Transition Pathways - Companies can use the OTC market to improve governance structures and accumulate compliance experience, laying the groundwork for future transitions to Nasdaq or the New York Stock Exchange [6] - For example, to apply for a transition to the OTCQB tier, companies must meet one of the following criteria: net assets of at least $5 million; or cumulative net profits of at least $750,000 over two years with net assets of at least $4 million; or a market value of at least $50 million with net assets of at least $4 million [7] - With the deepening of Sino-US regulatory cooperation, the pathways for Chinese companies to go public in the US will become more diversified, allowing companies to choose suitable capital market paths based on their circumstances rather than blindly pursuing high-threshold mainboard listings [7]