(二)OTCBB,即场外柜台交易系统(Over the Counter Bulletin Board),又称布告栏市场,是由NASDAQ的管理者—全美证券商协会(NASD)所管理的一个交易中介系统。中国企业到OTCBB挂牌,通常是采用反向并购一个OTCBB壳公司的方式。OTCBB相当于中国的三板市场,挂牌本身只是将老股挂在交易系统上进行交易,并不发行新股,所以在OTCBB上挂牌并不一定融资。从一定程度上讲,在OTCBB挂牌,并不是“上市”。在OTCBB的官方网站上,记载着如下的内容:
Because the OTCBB is a quotation service for FINRA Market Makers and is, not an issuer listing service or securities market, there are no listing requirements that must be met by an OTCBB issuer. Accordingly, there are no financial requirements and there is no minimum bid price requirement. There are, however, eligibility requirements as well as other regulatory requirements relating to quotation activity and the display of quotations in OTCBB equity securities.
For new entities with a parent or affiliated company listed on the NYSE
Global Market Capitalization
$500 million
Operating History
12 months
Parent or affiliate is a listed company in good standing
Company's parent or affiliated company retains control of the entity or is under common control with the entity
Alternative #4: Assets and Equity
Global Market Capitalization
$150 million
Total Assets
$75 million
Stockholders' Equity
$50 million
Distribution & Size Criteria
Must meet all 3 of the following:
Round-lot Holders
400 U.S.
Public Shares
1,100,000 outstanding
Market Value of Public Shares for IPOs, Spin-offs,
Carve-outs, Affiliates All Other Listings
$40 million
$100 million
Stock Price Criteria
All issuers must have a $4 stock price at the time of listing.
(二)NYSE Wordwide Listing Standards上市标准:
NYSE offers two sets of standards – worldwide and domestic – under which non-U.S. companies may qualify to list. Both include distribution and financial criteria. A company must meet both the distribution and financial criteria within that particular standard.
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CRITERIA
REQUIREMENTS
WORLDWIDE
DOMESTIC
Distribution
Round-Lots Holders
5000
May Satisfy A, B, or C
Total Shareholders
A. 400 U.S. round lot shareholders
B. 2,200 total shareholders and 100,000 shares monthly trading volume (most recent 6 months)
C. 500 total shareholders and 1,000,000 shares monthly trading volume (most recent 12 months)
Public Shares
2.5MM
1.1MM
Public Market Value
$100MM
IPO's, Carve-outs & Spin-offs
N/A
$40MM
All other listings
N/A
$100MM
Financials
Earnings
Aggregate Pre-tax Income for last 3 years
$100MM
$10MM
Minimum Pre-Tax Income in each of 2 preceding years
$25MM
$2MM
(all 3 years must be positive)
OR
Aggregate Pre-tax Income for last 3 years
N/A
$12MM
Minimum in the most recent year
N/A
$5MM
Minimum in the next most recent year
N/A
$2MM
Valuation/Revenue Test
May satisfy either A or B
A. Valuation with Cash Flow Test
Global Market Capitalization
$500MM
$500MM
Revenues (most recent 12-month period)
$100MM
$100MM
Aggregate Cash Flow
$100MM
$25MM
for last 3 years
(all 3 years must be positive)
Minimum Cash Flow in each of 2 preceding years
$25MM
N/A
B. Pure Valuation Test
Global Market Capitalization
$750MM
$750MM
Revenues (most recent fiscal year)
$75MM
$75MM
Affiliated Company
For new entities with a parent or affiliated company listed on NYSE
Global Market Capitalization
$500MM
$500MM
At least 12 months of operating history
Yes
Yes
Affiliated listed company is in good standing
Yes
Yes
Affiliated listed company retains control of the entity