As a worldwide stock exchange, new york Stock Exchange also accepts the listing of foreign companies, and the listing conditions are stricter than those of domestic companies in the United States, mainly including:
(1) The number of shares held by the public is not less than 2.5 million shares;
(2) The number of shareholders with more than 65,438+000 shares is not less than 5,000;
(3) The market value of the company's stock is not less than 10 billion USD;
(4) The company must make profits continuously in the last three fiscal years, and not less than $2.5 million in the last year, not less than $2 million in each of the first two years or not less than $4.5 million in the last year and not less than $6.5 million in three years;
(5) The company's net tangible assets shall not be less than 1 billion USD;
(6) Some requirements for the management and operation of the company;
(7) Other relevant factors, such as the relative stability of the company's industry, the company's position in the industry, the market situation of the company's products, the company's prospects, the public's interest in the company's stock, etc.
Listing conditions of American stock exchange
If a company wants to be listed on the American Stock Exchange, it must meet the following conditions:
(1) At least 500,000 shares must be held by the public in the market;
(2) The market value should be at least USD 3 million;
(3) There must be at least 800 shareholders (each shareholder must have more than 100 shares);
(4) Require a minimum pre-tax income of $750,000 in the previous fiscal year. Nasdaq (1) has a listing condition exceeding its net assets of USD 4 million.
(2) The total market value of the stock must be at least $654.38+0 million.
(3) More than 300 shareholders are required.
(4) The minimum pre-tax income in the last fiscal year was $750,000.
(5) The annual financial statements must be submitted to the China Securities Regulatory Commission and the company's shareholders for reference.
(6) There must be at least three "market makers" in this case (each market maker with record must be able to buy or sell more than 65,438+000 shares at the normal trading price, and must return all the trading prices and trading volume to NASD within 90 seconds after each transaction.
Nasdaq provides an alternative listing standard for non-American companies.
Option one:
The financial situation requires tangible net assets of not less than $4 million; In the last year (or two years in the last three years), the pre-tax profit is not less than 700,000 US dollars, the after-tax profit is not less than 400,000 US dollars, the market value of tradable shares is not less than 3 million US dollars, and the public shareholders hold more than 6,543,800 shares, or hold more than 500,000 shares with an average daily trading volume of more than 2,000 shares, but there are not less than 400 American shareholders and the share price.
Option 2:
The tangible net assets shall be no less than USD 6,543,802,000, the value of shares held by public shareholders shall be no less than USD 6,543,805,000, the number of shares held shall be no less than USD 6,543,800,000, and there shall be no less than 400 American shareholders; There is no uniform requirement for pre-tax profit; In addition, the company must have a business record of not less than three years and a stock price of not less than $3.
OTCBB shell list condition
OTCBB market is a stock trading system managed by Nasdaq, and it is an electronic counter market for small and medium-sized enterprises and start-ups. Many companies' stocks are often listed on the system first and get initial development funds. After a period of accumulation and expansion, they meet the listing requirements of Nasdaq or new york Stock Exchange, and then upgrade to the above markets.
Compared with Nasdaq, the OTCBB market wins with a low threshold, and there is basically no requirement for the scale or profit of the enterprise. As long as there are more than three market makers willing to make the market, the shares of enterprises can circulate in the OTC BB market. In June 2003, 5438+065438+ 10, about 3400 companies went public in OTCBB. In fact, Nasdaq Stock Market Company itself is a company listed on OTCBB with the stock code NDAQ.
Companies listed on OTCBB can directly enter the Nasdaq small-cap stock market as long as their net assets reach US$ 4 million, their annual after-tax profits exceed US$ 750,000 or their market value reaches US$ 50 million, their shareholders exceed 300 and their share price reaches US$ 4 per share. When the net assets reach more than $6 million and the gross profit reaches more than $6.5438+0 million, the company's stock can also be directly promoted to the Nasdaq main board market. Therefore, the OTC BB market is also known as the preparatory market of Nasdaq (Nasdaq Baby).
OTCBB shell list process
In a typical shell listing, a company that is now operating ("shell company") merges with a listed company ("shell company"), and the shell company becomes a legally existing entity, but its operation is not affected. The shareholders of the shell company make arrangements with the shareholders of the shell company in advance to obtain the controlling stake of the shell company. The shareholders of the shell buying company can now enjoy all the benefits of the listed company, and the shareholders of the listed company now have valuable shares of the merged entity and have the potential for appreciation.
Shell companies are diverse. They can be fully or partially declared companies, or they can trade on the stock exchange, OTC market, OTC quotation board, or pink single stock quotation system, or they have cash. The price paid by the shell company includes the down payment of up to $300,000. After the merger, 5%-26% of the company's shares will be in the hands of Volkswagen or former shell company shareholders. The final price will depend on the type of shell company, such as whether it is traded on the exchange, whether it is reported to the SEC, the shareholding ratio obtained, and the viability of the merged company.
You should buy a clean shell company.
In the process of reverse acquisition of shell companies, the most worrying thing is that shell companies may have undisclosed responsibilities and obligations, or shell companies have many problems left over. If they are not solved, buyers may be more worried. Therefore, necessary careful investigation should be carried out and the financial statements should be audited by accountants. In addition, legal opinions are also indispensable.
Buying a shell is often faster than IPO, and the time is about 6 months. If the shell company has been listed and traded, the merged shares will be listed and traded soon. However, there is still a certain process to acquire shell companies, draft letters of intent and finally complete the transaction. In addition, if a company wants to be listed on another exchange, it must be declared and approved. In terms of cost, the price of shell companies can be as low as 50 thousand to 60 thousand dollars and as high as hundreds of thousands of dollars.
In addition, you also need to pay the lawyer's fee and accountant's fee for listing. However, it is still cheaper to buy a shell and go public than IPO. Generally, the cost of listing shell is $500,000-$600,000 (including shell company price and agency fee).
Buying a shell and listing itself cannot be financed. Real capital is raised through subsequent placement or secondary issuance of shares. Generally speaking, if the shell company has its own funds, it is best not to take it, because such financing itself will be very expensive. In addition, shell companies may be heavily in debt. Therefore, the acquisition must be carefully investigated, and at the same time, as many and extensive statements and guarantees as possible from the shell company should be obtained.
The first stage of the operation process of buying a shell and listing:
Evaluation, signing or approval of listing qualification * Establishment of overseas listing intention * Lawyer evaluates the information provided by Shell Company and designs the operation plan * Obtains the approval of relevant departments (if necessary) * Lawyer negotiates the operation conditions with Shell Company and signs the entrustment agreement. Phase II: Acquisition of Shell Company * Unlisted Company: 15-30 days * Listed Company: March-April * Reg. D IPO: 90- 120 days. The third stage: preparation before listing * reverse merger * company reorganization (if necessary) * declaration of new or revised statements * preparation of financing documents * revision of the company's business plan * designation of transfer agent (about 7 days) * acquisition of CUSIP transaction code * mailing to shareholders * application for registration is exempted from the "blue sky law" in the state. Designate market makers (about 2-4 weeks) * Market makers conduct prudent investigation * The company/market makers decide to bid * Designate investor relations consultants to conduct listing packaging * Prepare prudent investigation reports for brokers, underwriters and investors * Prepare publicity materials * Roadshow * Stock issuance * Organize an underwriting syndicate. The fourth stage: the listing transaction can be traded in OTCBB first, and then upgraded to Nasdaq, or it can be. Stage 5: Continue to declare and disclose after listing. After listing, the company shall report the 10-Q form quarterly and the 10-K form annually, with the audited financial statements attached. In addition, any major events of the company should be disclosed in 8k in a timely and appropriate manner.
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