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].

Core Viewpoint - The role of Nasdaq listing advisory firms is crucial for companies planning to go public, serving as a bridge between local operations and international capital markets, focusing on governance frameworks, financial transparency, and market positioning [2] Group 1: Strategic Compliance - The Nasdaq's new regulations in 2025 will significantly alter the calculation of market value for public float, requiring companies to rely solely on new stock issuance to meet the $18 million public float requirement [3] - Advisory firms must help companies assess fundraising needs using DCF models to ensure compliance with global market standards [3] - Companies must establish internal control systems compliant with SOX, adapting Chinese accounting standards to US GAAP, and ensuring data compliance with local laws and SEC requirements [3] Group 2: Capital Operations - Advisory firms need to balance company growth with market expectations, utilizing valuation strategies like the "Berkshire formula" to quantify future revenue growth [4] - Pre-IPO roadshows should gather investor feedback to avoid overpricing, ensuring at least 80% of IPO funds come from new stock issuance [4][5] - Financing structures should include phased investments from strategic investors and derivatives to hedge against currency risks [5][6] Group 3: Market Penetration - Building investor relations involves translating company strengths into language understandable to international investors, with tailored communication strategies for different investor types [7] - Continuous support post-IPO includes compliance maintenance and market value management through share buyback programs and ESG ratings [8] Group 4: Risk Management - Pre-IPO risk assessments must include legal compliance checks for VIE structures and financial risk identification related to revenue recognition [9] - Post-IPO strategies should address stock price volatility and regulatory inquiries, with established media communication mechanisms for reputation management [10] Group 5: Resource Integration - The selection of intermediary institutions should align with company size, choosing boutique firms for smaller companies and larger banks for those exceeding $1 billion in market value [11] - Engaging dual-jurisdiction legal teams and experienced audit firms is essential for navigating cross-border legal differences [12] - Strategic partnerships with sovereign funds and industry leaders can enhance resource access, while leveraging regulatory frameworks can expedite the listing process [13]