Group 1 - Nasdaq serves as a leading financing platform for growth-oriented companies, emphasizing a market-driven, flexible, and transparent IPO issuance mechanism tailored for SMEs and innovative enterprises [2] - The primary issuance method for Nasdaq IPOs is bookbuilding, led by underwriters who collect orders from institutional investors to determine the offering price and share allocation [2][4] - The pricing mechanism is based on market negotiation and demand orientation, focusing on matching supply and demand rather than administrative designation [3] Group 2 - The underwriting model predominantly utilizes firm commitment, accounting for over 90% of IPOs, with a minority using best efforts [4][5] - Under the firm commitment model, underwriters are incentivized to ensure successful issuance and enhance investor confidence through roadshows and pricing optimization [5] Group 3 - Nasdaq categorizes its market into three tiers with varying listing standards to accommodate companies at different stages, from startups to mature firms [6][7][8] - The Global Select Market has the strictest requirements, including a minimum net profit of $11 million or revenue of $150 million over the past three years, and a market capitalization of at least $850 million [6] - The Global Market has moderate standards, requiring a minimum net profit of $7.5 million or revenue of $50 million, or a market cap of at least $300 million with additional liquidity requirements [7] - The Capital Market is the most flexible, allowing companies with at least $5 million in shareholder equity or revenue to list, accommodating early-stage firms [8] Group 4 - Nasdaq mandates strict and transparent information disclosure throughout the IPO process and post-listing to protect investor interests [9] - The SEC and Nasdaq jointly oversee information disclosure, imposing significant penalties for false statements or omissions [9] Group 5 - The investor structure on Nasdaq is predominantly institutional, comprising approximately 70%-80% of the market, which enhances market stability and liquidity [10] - Nasdaq's average daily trading volume exceeds 10 billion shares, reducing investment costs for institutions [10] Group 6 - Nasdaq employs a green shoe option, allowing underwriters to allocate up to 15% additional shares within 30 days post-issuance to stabilize stock prices [11][14] - The lock-up period for major shareholders and insiders is typically 180 days, preventing short-term sell-offs that could lead to stock price declines [16] Group 7 - Nasdaq's IPO mechanism is designed to support growth-oriented companies by balancing the financing needs of issuers with investor risk protection, allowing quality growth firms to access capital at reasonable costs [16] - Compared to the NYSE, Nasdaq focuses more on innovative and technology-driven companies with more flexible listing standards, while the NYSE tends to favor mature enterprises [16]

Core Points - The article discusses the regulations governing the reduction of shares by shareholders of Nasdaq-listed companies, particularly focusing on the requirements set by U.S. securities laws and exchange rules [2][4]. Group 1: Lock-up Period and Regulatory Framework - The lock-up period is a fundamental restriction on share reduction following an IPO, typically lasting 180 days, with some exceptions allowing for a shorter duration [2][4]. - Rule 144 outlines the reduction norms for restricted and unrestricted securities, requiring a minimum holding period of 6 months for restricted securities [2][4]. - Section 16 imposes reporting obligations on insiders, including directors and executives, regarding their trading activities [2][4]. Group 2: Insider Trading and Disclosure Requirements - Section 10(b)-5 prohibits shareholders from trading based on material nonpublic information, constituting insider trading [3][4]. - Insiders must return profits from short-swing transactions, defined as buying and selling within a 6-month period [2][4]. - Form 4 must be submitted within 2 business days after each transaction, detailing the transaction date, price, quantity, and changes in holdings [6][4]. Group 3: Affiliate Restrictions and Reporting Obligations - Affiliates, defined as shareholders with control relationships, face stricter limitations on share reductions, including adherence to Rule 144 and Section 16 reporting obligations [6][4]. - Schedule 13D/G requires shareholders owning more than 5% of a company to update their filings when their holdings change by more than 1% [6][4]. Group 4: Special Cases and Foreign Shareholder Requirements - Block trades allow large shareholders to sell significant amounts of shares without drastically impacting market prices, subject to Nasdaq's price fluctuation limits [4][6]. - Foreign shareholders must comply with FATCA and CRS regulations, disclosing their U.S. securities holdings and potentially facing withholding tax on U.S. source income [4][6].

Core Points - The article discusses the requirements imposed by Nasdaq on foreign shareholders, focusing on transparency, compliance, lock-up periods, and information disclosure to ensure trust in the shareholder structure and adherence to U.S. securities regulations [2][3] Group 1: Definition and Classification of Foreign Shareholders - Nasdaq defines "foreign shareholders" as shareholders who are non-U.S. residents or non-U.S. registered entities, including foreign individual investors, institutional investors (such as sovereign wealth funds, pension funds, hedge funds, commercial banks), foreign governments or their agencies, and offshore registered companies [4] Group 2: Key Requirements - **Equity Structure and Information Disclosure**: Companies must fully disclose information about foreign shareholders to ensure investors understand the equity distribution and potential conflicts of interest [2] - **Lock-up Period**: Major shareholders, including foreign shareholders, must adhere to a 6-month lock-up period post-IPO, which may extend to 12 months in certain cases, to stabilize stock prices and prevent market volatility from large sell-offs [2] - **Compliance**: Foreign shareholders must comply with anti-money laundering (AML) regulations and foreign exchange controls when opening accounts through U.S. brokers or depositary banks [3] Group 3: Disclosure Requirements - Major shareholders must disclose their identities and shareholdings in the S-1 filing and annual reports (10-K), including the top ten shareholders and any foreign shareholders holding 5% or more of the company’s shares [4] - Special disclosures are required for foreign government or sovereign wealth fund shareholders regarding their political connections and investment intentions [4] - If foreign shareholders engage in related-party transactions, these must be disclosed in the 10-K, detailing transaction amounts, terms, necessity, and financial impact [4] Group 4: Voting Rights and Taxation - Foreign shareholders can exercise voting rights through U.S. depositary banks (ADR depositary) or directly via brokers, with tax implications on dividends subject to U.S. withholding tax based on tax treaties [5] Group 5: Control Changes and ADR Holders - If a foreign controlling shareholder sells a significant number of shares leading to a change in control, Nasdaq's rules on control changes must be followed, including notifying Nasdaq and disclosing the reasons for the change [5] - For companies listed via American Depositary Receipts (ADR), specific requirements apply to the disclosure of ADR structures and major ADR holders [5] Group 6: Summary of Core Requirements - Nasdaq's core requirements for foreign shareholders emphasize transparency, compliance, and stability, necessitating that foreign shareholders understand U.S. capital market rules and cooperate with companies and intermediaries to ensure a smooth IPO process and protect their interests [5]