中美监管合规

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中国企业需要通过哪些辅导工作才能成功到美国纳斯达克上市?
Sou Hu Cai Jing· 2025-08-02 09:59
Core Viewpoint - The article emphasizes the importance of systematic and phased professional guidance for Chinese companies aiming to list on NASDAQ, focusing on overcoming regulatory challenges and building an internationally compliant operational framework to gain investor trust [1]. Group 1: Pre-listing Strategy and Structure Design Guidance - The goal is to clarify feasibility, establish a compliant structure, and avoid critical flaws [3]. - Key areas include feasibility diagnosis, compliance scanning, and legal structure assessment, particularly regarding VIE agreements and potential risks [4][5]. - Preparation for HFCAA compliance is crucial, including ensuring the auditing firm is PCAOB recognized [5] [6]. Group 2: Financial Compliance and Internal Control System Reconstruction - The objective is to create a financial system that withstands PCAOB audits and meets SOX 404 requirements [10]. - This involves training on US GAAP/IFRS differences, upgrading financial systems, and restating historical financial statements [10][11]. - Establishing a robust internal control system is essential, including risk control matrix design and internal control documentation [11]. Group 3: Legal Compliance and Prospectus Writing Guidance - The aim is to navigate SEC inquiries and complete Chinese regulatory filings to minimize legal risks [12]. - Customizing the F-1 prospectus to address specific risk factors and providing a detailed business narrative is critical [13]. - Preparing for SEC inquiries and ensuring compliance with Chinese regulatory requirements are also key components [14]. Group 4: Corporate Governance and Investor Relations System Construction - The goal is to establish a governance structure that meets NASDAQ standards and prepares for market engagement [16]. - This includes recruiting independent directors and developing governance documents in both Chinese and English [17]. - Initiating an investor relations strategy that articulates the investment thesis and prepares for potential crises is vital [18]. Group 5: Post-listing Compliance Support - The objective is to maintain listing status, avoid regulatory penalties, and stabilize market value [19]. - Regular reporting compliance and timely disclosure of significant events are necessary to meet regulatory expectations [20][21]. - Preparing for PCAOB audits and establishing mechanisms to address short-selling crises are also important [22][24]. Group 6: Key Guidance Roles and Responsibilities - Various parties are responsible for different guidance areas, including financial compliance, legal structure, regulatory filings, corporate governance, investor relations, and internal controls [26]. Group 7: Summary of NASDAQ Listing Guidance - A dual approach to compliance with both SEC/NASDAQ and Chinese regulatory bodies is essential [27]. - Financial internal controls are critical for maintaining listing eligibility [27]. - A combination of compelling narratives and data is necessary to support capital stories and mitigate valuation discounts [28].