Group 1: IPO and Securities Issuance Documents - The core function of SEC-reviewed documents includes details on securities, financial data, and risk factors [2] - Chinese companies must disclose unique risks such as VIE structure and foreign exchange controls [2] - The S-1 form details business models, competitive landscape, management background, and audited financial statements [2] - The S-1-A form is used for updating key information like pricing range and underwriter changes [2] - Companies must disclose legal conflicts between Chinese and U.S. laws, including the impact of the Data Security Law on audit documents [2] - Key provisions include "green shoe options" for over-allotment and lock-up restrictions for major shareholders [2] Group 2: Periodic Reports and Financial Disclosures - Item 1 requires a business description that includes risks related to Chinese market policies [4] - Item 7 (MD&A) must compare differences between Chinese and U.S. accounting standards [4] - Item 8 includes complete financial statements audited by PCAOB [4] - Reports must be submitted within 45 days after the fiscal quarter ends, with risks of delisting for delays in cross-border audits [4] - Companies can disclose financial reports in Chinese but must include an English summary [4] Group 3: Equity and Governance Documents - Chinese companies must explain the dual-class share structure, such as Alibaba's partnership system [6] - A 5% threshold requires Chinese industrial capital to report acquisitions of U.S. companies within 10 days [6] - Executives must provide advance notice before selling shares and comply with trading volume rules [6] Group 4: Special Compliance Points for Chinese Companies - Under the HFCAA, companies that cannot undergo PCAOB inspections for three consecutive years face mandatory delisting [8] - Risk factors must specifically address the impacts of China's Cybersecurity Law and Data Export Security Assessment Measures [8] - Companies must clearly indicate the legal risks of "contractual control" and potential changes in Chinese government policies [8] Group 5: Practical Recommendations - Establish a cross-border team including SEC lawyers, PCAOB auditors, and domestic compliance advisors [10] - Create a disclosure calendar to manage submission deadlines for 10-K/Q and 6-K filings [10] - Prepare crisis response mechanisms for risks such as short-seller reports and class action lawsuits [10]