What is the difference between overseas listing and domestic listing?
What are the conditions for listing on NASDAQ?
The Nasdaq has four sets of listing requirements：
Standard No. 1: Earnings
The company must have aggregate pre-tax earnings in the prior three years of at least $11 million, in the previous two years at least $2.2 million, and no single year in the prior three years can have a net loss.8
Standard No. 2: Capitalization With Cash Flow
The company must have a minimum aggregate cash flow of at least $27.5 million for the past three fiscal years, with no negative cash flow in any of those three years. Also, its average market capitalization over the prior 12 months must be at least $550 million, and revenues in the previous fiscal year must be $110 million, minimum.8
Standard No. 3: Capitalization With Revenue
Companies can be removed from the cash flow requirement of the second standard if their average market capitalization over the past 12 months is at least $850 million and revenues over the prior fiscal year are at least $90 million.8
Standard No. 4: Assets With Equity
Companies can eliminate the cash flow and revenue requirements and decrease their market capitalization requirements to $160 million if their total assets total at least $80 million and their stockholders' equity is at least $55 million.8
Should you list on the NASDAQ or the NYSE?
Over a period of five years, a company listed on the Nasdaq instead of the NYSE could save more than the cost of one year's listing. The NYSE listing fee for an initial public offering (IPO) is exactly twice that of the Nasdaq, with the NYSE fee for an IPO listing at $250,000, compared to the Nasdaq IPO fee of $125,000.
Nasdaq listing procedure
2、Reorganization of internal norms of enterprises（Finance, Taxation, Law, Corporate Governance, History）
3、Official launch of listing work（Selecting relevant intermediaries, carrying out shareholding reform, auditing and legal investigation, securities dealer counseling, issuance declaration, issuance and listing, etc.）
Materials required for overseas listing
The materials required for overseas listing mainly need to be prepared in three aspects: enterprise legal materials, enterprise financial status and project materials.
1. Enterprise legal information
(1) Industrial and commercial registration materials (original and copy)
(2) Tax registration data (national tax and local tax)
(3) Organization code certificate
(4) ID card and photocopy of legal representative (or passport, legal person certificate and client certificate)
(5) Loan card and copy
(6) Share capital structure, copies of ID cards of all shareholders. If there are enterprise shareholders, please attach the enterprise registration license
(2) Future investment use plan and fund repayment plan
3. Project data
(1) Approval or filing materials or approval certificates of project initiation procedures
(2) Project feasibility study report or project details
(3) Other replies of the state on the application of the industry for project construction
(4) Introduction to the project enterprise and management team
The above materials are required for overseas listing, and preparations should be made when handling overseas listing.
What Is "Listed"?
A listed company issues shares of its stock for trading on a stock exchange. If a company is listed in the U.S., it has met the requirements of the Securities and Exchange Commission (SEC) for selling shares to the public and has been accepted for trading on an exchange such as the New York Stock Exchange. It is a public company.
Companies that are listed are required to submit quarterly financial statements to the SEC and to their shareholders.
Direct Listing && Indirect Listing
Overseas direct listing refers to directly applying for registration of issuance to foreign securities authorities in the name of domestic companies, issuing stocks (or other derivative financial instruments) and applying to local stock exchanges for listing and trading. That is, we usually say H shares, n shares, s shares, etc. H shares refer to the shares issued and listed by Chinese enterprises on the stock exchange of Hong Kong, named after the first word "H" of Hong Kong; N shares refer to the shares issued and listed by Chinese enterprises on the New York Stock Exchange, named after the first word "n" in New York. Similarly, s shares refer to the listing of Chinese enterprises on the Singapore Stock Exchange.
Overseas indirect listing means that domestic enterprises register overseas companies. Overseas companies obtain control of domestic assets by means of acquisition and equity replacement, and then list overseas companies on overseas exchanges.
There are two main forms of indirect listing: shell buying listing and shell making listing. Its essence is to achieve the purpose of listing domestic assets by injecting domestic assets into shell companies.
Why list on NASDAQ?
The primary advantages for a company listing on the Nasdaq exchange are lower listing fees and lower minimum requirements to qualify for a listing. The fact that Nasdaq features all-electronic trading is considered an advantage by many traders as well.
What are the conditions for overseas listing?
The conditions for overseas listing mainly include:
1. The company has no significant liabilities; 2. The issue and preparation of shares comply with the law, and there is the total share capital subscribed by all promoters or the total paid-in share capital raised in accordance with the Articles of Association of the Company; 3. The company has been operating continuously for three years, and its operation complies with the law; 4. The registered capital of the listed company has no false capital contribution and no capital withdrawal; 5. Comply with the relevant provisions of the state administration of foreign exchange.