In 2025, China's new energy technology enterprise "Vchuang Technology" (fictional case), which focuses on solid-state battery R&D, completed its listing on the NASDAQ Global Select Market via a red chip structure, with the stock code "VCEL", becoming a typical model for private enterprises to go public in the U.S. amid the game between Chinese and U.S. regulators. Taking its listing journey as the core, this article combines the 2025 latest regulatory policies and practical key points to dissect the full-process key links from preparation to post-listing, and analyzes compliance difficulties and response strategies. Preparation Stage: Structure Establishment and Basic Preparation (June 2024 – January 2025, 8 months in total) The preparation stage is the foundation of a successful listing, requiring the completion of strategic positioning, architecture design, intermediary selection and preliminary prospectus document preparation, with the core goal of achieving "dual compliance with Chinese and U.S. regulations" and "adaptation to listing requirements". Strategic Planning and Cross-Border Structure Design (1) Enterprise Positioning and Listing Goals Vchuang Technology achieved RMB 1.2 billion in revenue and RMB 210 million in net profit in 2023, with its core business being solid-state battery R&D and production. It plans to raise USD 1 billion through a NASDAQ listing, with the proceeds to be used for the expansion of its Jiangsu Yancheng production base, the establishment of an overseas R&D center (California, U.S.), and the layout of solid-state battery patents. Considering its business characteristics, it selected the NASDAQ Global Select Market (NGSM), which is highly recognized by technology enterprises and can attract long-term capital such as global sovereign funds. (2) Red Chip Structure Establishment To avoid foreign investment access restrictions and meet the requirements of the overseas listing entity, a "Cayman holding + Hong Kong intermediate layer + domestic WFOE" structure was built, as follows: Register Vchuang Global Holdings Co., Ltd. (Cayman Co.) in the Cayman Islands as the proposed listing entity, which undertakes financing and equity management functions; Establish Vchuang (Hong Kong) Technology Co., Ltd. (HK Co.) in Hong Kong, leveraging the Mainland and Hong Kong Tax Arrangement to reduce dividend withholding tax to 5%; Set up a wholly foreign-owned enterprise (WFOE) through the Hong Kong subsidiary, and control the domestic R&D and production entities through exclusive business cooperation agreements, profit transfer and other protocols (as it involves new energy technologies, no foreign investment restrictions are triggered, and no additional VIE structure is built). (3) Cross-Border Compliance Review Complete the outbound direct investment (ODI) filing with the National Development and Reform Commission and the Ministry of Commerce, and submit certification documents proving that solid-state battery technologies are not included in the "restricted export category"; Since core R&D data involves trade secrets, apply to the Cyberspace Administration of China (CAC) for data outbound security assessment, and adopt the model of "storing original data domestically + transmitting desensitized abstracts overseas" to meet compliance requirements; In November 2024, submit an overseas listing filing application to the China Securities Regulatory Commission (CSRC), and received the filing receipt in December 2024; Hire the PwC team registered with the Public Company Accounting Oversight Board (PCAOB) to adjust the 2022-2024 financial data in accordance with U.S. Generally Accepted Accounting Principles (US GAAP), focusing on revising the revenue recognition timing (changed from "recognized upon shipment" to "recognized upon customer acceptance") and related party transaction disclosure (supplemented the pricing basis for transactions with supply chain companies under the controlling shareholder). 2. Selection of Intermediaries: Building a "Full-Chain Service Team" The professional capabilities of intermediaries directly affect listing efficiency. Vchuang Technology assembled its team based on the principle of "international experience + local resources": Selected Goldman Sachs as the global coordinator (leading the overall issuance strategy) and Morgan Stanley as the joint underwriter (responsible for institutional investor matchmaking), both of which have rich experience in new energy industry IPOs and have led the listings of multiple power battery enterprises; U.S. law firm Davis Polk & Wardwell is responsible for drafting SEC (U.S. Securities and Exchange Commission) registration documents and adapting to NASDAQ listing rules; Zhong Lun Law Firm, a Chinese law firm, issues domestic compliance legal opinions and assists in regulatory communication with the CSRC and CAC; PwC completes the financial audit of the past three years, issues an "unqualified opinion" audit report, and provides special explanations for key accounting treatments such as the capitalization of solid-state battery R&D expenses and the provision of inventory impairment reserves; Hired Frost & Sullivan to issue an industry research report to verify the solid-state battery market size and the company's technological leadership; Entrusted JLL to complete the valuation of domestic and overseas assets. 3. Core Preparation of Prospectus Documents: Drafting of S-1 Registration Statement The S-1 registration statement is the core of SEC review. Vchuang Technology adopted the "confidential submission + phased revision" model: It covers business description (solid-state battery technology routes, production capacity layout, customer structure), financial data (revenue, net profit and cash flow over the past three years under US GAAP), risk factors (technology iteration risk, Sino-U.S. regulatory difference risk, raw material price fluctuation risk), and use of proceeds (30% for production expansion, 25% for R&D, 20% for overseas layout, 25% for working capital supplementation); Embedded quantitative indicators to enhance attractiveness, including the 2030 full-industry chain carbon neutrality target, 25% R&D investment ratio in 2024, and 90% supply chain low-carbon certification pass rate, adapting to the global ESG investment trend; In December 2024, the initial draft of S-1 was confidentially submitted through the SEC's EDGAR system to avoid market fluctuations caused by the leakage of sensitive information such as undisclosed R&D progress. Review Stage: Dual Challenges from SEC and Exchange (February 2025 – May 2025, 4 months in total) The review stage is the core hurdle of the listing process, requiring response to SEC compliance inquiries and NASDAQ listing standard verification, while completing roadshow and pricing, which tests the enterprise's rapid response and market communication capabilities. 1. Dual Review: Compliance and Listing Condition Verification (1) SEC Review: Focus on Cross-Border Compliance and Core Risks In February 2025, Vchuang Technology received the first round of SEC inquiries, focusing on 3 key issues, which were finally answered through supplementary materials: Required to explain the compliance of the red chip structure establishment, and supplement the CSRC filing receipt, ODI filing documents and the control agreement between the WFOE and the domestic entity; Required to prove the safety of R&D data outbound, submit the CAC data security assessment report, domestic data center storage certificate and desensitized transmission process description; Questioned the stability of the core patents of solid-state batteries, supplemented the patent validity certificate issued by the National Intellectual Property Administration of China (CNIPA), the explanation of pending patent litigation and the non-competition agreements of R&D personnel. In April 2025, the SEC issued a "No Further Comments" notice, confirming that the S-1 registration statement meets the disclosure requirements. (2) NASDAQ Review: Listing Standards and Corporate Governance Verification Vchuang Technology adapted to and passed the verification of the admission standards of the Global Select Market one by one: The revenue in the past 1 year was USD 180 million (equivalent to RMB 1.26 billion), and the post-listing market value is expected to be USD 9-11 billion, far exceeding the minimum requirements of "revenue ≥ USD 90 million and market value ≥ USD 850 million"; The board of directors consists of 7 members, including 4 independent directors (accounting for 57.1%), close to the recommended standard of "60% independent directors"; Established an audit committee, all 3 members are independent directors with financial professional backgrounds, meeting NASDAQ independence requirements; Submitted the "no major illegal acts" certificate issued by the CSRC and a compliance letter recognized by NASDAQ, proving that there have been no administrative penalties or regulatory investigations in the past 3 years. 2. Roadshow and Pricing: Connecting with Capital and Determining Issuance Plan (1) Global Roadshow: Communicating Investment Value Launched a 2-week roadshow in April 2025, combining offline and online modes, covering 12 financial centers including New York, Boston, London and Hong Kong, and conducting in-depth communication with more than 300 institutional investors such as BlackRock and Vanguard: Highlighted the solid-state battery energy density (500Wh/kg, 40% higher than traditional lithium batteries), customer reserves (signed pre-orders with 2 leading new energy vehicle enterprises), and technical barriers (holds 87 core patents, including 12 international patents); Addressed concerns about Sino-U.S. technology decoupling, emphasizing that the U.S. R&D center will focus on "application-side technologies", while core patents and production bases will remain in China, reducing the risk of technology loss. (2) Pricing Game and Issuance Plan Determination The underwriters calculated the valuation based on two models: the DCF (Discounted Cash Flow) model yielded a valuation of USD 9.5 billion, and the industry comparable company price-to-earnings ratio (the average of the new energy vehicle sector was 30 times) yielded a valuation of USD 10.5 billion, finally determining the offering price range of USD 18-22 per share. Combined with investor feedback (recognition of technological prospects but concerns about market competition), the final offering price was set at USD 20 per share, with 50 million shares issued, raising USD 1 billion; At the same time, a 7.5 million-share overallotment option (green shoe option) was granted to the underwriters to stabilize the stock price within 30 days after listing. Issuance and Listing Stage: Landing Listing and Initial Maintenance (June 2025, 1 month in total) This stage requires the signing of legal documents, the effectiveness of SEC registration and listing trading, with the core being to ensure smooth process connection and stock price stability. 1. Issuance Closing and Listing Trading Signed an underwriting agreement with the underwriters on June 1, 2025, clearly stating that the underwriting fee is 7% of the raised amount (USD 70 million), and agreeing that if the stock price falls below the offering price within 30 days after listing, the underwriters shall initiate stabilization measures; On June 10, 2025, the SEC announced the effectiveness of the S-1 registration statement, and the final prospectus was publicly disclosed through the EDGAR system, with the listing application simultaneously submitted to NASDAQ; On June 15 (U.S. time), it was listed on NASDAQ, with an opening price of USD 23, a 15% increase from the offering price, and a closing price of USD 22.8 on the same day, with a market value of USD 11.4 billion. The overallotment option was fully exercised, and the actual raised funds reached USD 1.15 billion. 2. Post-Listing Continuous Obligations: Compliance and Investor Relationship Management NASDAQ has strict continuous supervision over listed companies. Vchuang Technology established a "monthly inspection + quarterly review" mechanism to respond: In accordance with SEC requirements, quarterly reports (Form 10-Q) must be submitted within 45 days after the end of the quarter (the Q2 2025 report was submitted on August 12, 2025), and annual reports (Form 10-K) must include audited financial data and Management's Discussion and Analysis (MD&A); Major events (such as approval of core patents, changes in senior management) must be disclosed immediately through Form 8-K within 4 working days after occurrence; Hold monthly analyst conference calls and release quarterly Business Progress Reports. In July 2025, it specially responded to institutional concerns regarding the "solid-state battery mass production progress"; In accordance with NASDAQ ESG guidelines, released its first ESG annual report in September 2025, disclosing indicators such as carbon footprint (0.3 tons of carbon emissions per RMB 10,000 of operating revenue in the production link) and supply chain compliance (100% pass rate of supplier ESG audits). Key Compliance Difficulties and Risk Response Strategies Vchuang Technology faced multiple cross-border compliance challenges during its listing process, and its response plan is worthy of reference: 1. Domestic Supervision: Dual Breakthrough in Data and Technology Compliance No core R&D data was transmitted overseas, only "desensitized performance test data" was sent abroad, and a data security assessment report issued by a third-party institution was submitted to pass the CAC review; As it belongs to the "new energy technology industrialization" encouraged project, it completed the filing through the "green channel" of the local NDRC, reducing the time by 30% compared with the conventional process. 2. U.S. Supervision: Response to PCAOB Audit and Structure Questions Selected the PwC team that has completed the PCAOB inspection and filing, and submitted a "desensitization explanation" of the audit working papers to the SEC in advance to avoid the leakage of technical data; In response to possible SEC questions about the VIE structure (although it was not actually built), it prepared an alternative plan of "secondary listing in Hong Kong" in advance, which can quickly switch the listing place if the structure is rejected. 3. Market Volatility: Stock Price Stabilization and Short Selling Response In the first week of listing, the stock price once fell to USD 21, and the underwriters used green shoe funds to buy 2 million shares, pushing the stock price back to the USD 22-24 range; Entrusted a third-party testing institution to issue a solid-state battery performance verification report in advance, and publicly disclosed the mass production schedule (Q1 2026) with vehicle enterprises in response to potential questions about "technology commercialization lag". © 2021 Meishun (Hong Kong) Management Consulting Co., Ltd. and Meishun (Hangzhou) Management Consulting Co., Ltd. All rights reserved. Meishun Meiyin (Hangzhou) Consulting Management Co., Ltd. is the domestic subsidiary of Hong Kong Meishun Management Consulting Co., Ltd. under the same actual controller. Both companies are under the same Chinese management and comply with the laws of Hong Kong and China.