纳斯达克上市流程
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纳斯达克上市流程五个阶段:第2-6步 从红筹架构到递交招股说明书
Sou Hu Cai Jing· 2025-10-30 12:00
Core Viewpoint - The article outlines the steps for companies to prepare for an IPO on NASDAQ, emphasizing the importance of a well-structured framework and compliance with regulatory requirements, particularly in light of recent changes in approval processes for Chinese companies [4][6][18]. Group 1: IPO Process Overview - The NASDAQ listing process consists of five key stages, which typically take one to two months and are crucial for determining the success of the IPO [4]. - A red-chip structure is recommended for companies, as it allows for a robust offshore listing framework that is widely recognized by the SEC [4][5]. - The VIE structure is mentioned as an alternative for industries with foreign investment restrictions, but it faces significant approval limitations, with only three approvals per year from the Chinese regulatory body [7]. Group 2: Structural Framework - The initial step involves establishing a holding company in the Cayman Islands, which will control a Hong Kong company that, in turn, forms joint ventures or wholly foreign-owned enterprises with domestic companies [5]. - This structure facilitates offshore consolidation, fundraising, and risk isolation, creating a clear chain from the founding team to investors [6]. Group 3: Audit and Legal Compliance - Auditors can begin their work concurrently with the accounting process, which typically takes one to three months depending on the complexity of the business [7]. - Legal opinions from both Chinese and Cayman lawyers are necessary, especially for sensitive industries, to ensure full disclosure of regulatory attitudes and potential impacts [8][9]. Group 4: SEC Submission Strategy - The submission of the prospectus should be done confidentially to avoid delays caused by potential whistleblower reports, which can halt the review process [18][20]. - Companies must ensure that all risks, even minor ones, are disclosed to demonstrate responsibility to U.S. investors, as the SEC focuses on the authenticity of the information provided [12][14]. Group 5: Final Steps and Future Considerations - Once the fourth step is 30% to 50% complete, the fifth step can commence, involving due diligence by U.S. brokers and the submission of the listing application [15][16]. - Companies should consider their stock code carefully, as it can impact future global operations and fundraising efforts [17].