A US listing is not one adviser - it is five, running in parallel. This page sets out what each owns, what it does not, and the seat most often left empty: the one that sequences the other four.
A US listing normally runs with five parties at once: an underwriter for distribution and pricing, US and PRC counsel for legal opinions and the filing, an auditor (a PCAOB-registered firm) for the financial statements, a CFO and finance team for the numbers and ongoing disclosure, and a listing operator to sequence all four against one schedule. The first four each own a segment. The fifth is the one most often left empty - and it is usually the reason a deal stalls midway.
The table below is written owns / does not own, because most disputes on listing projects come from the sentence I assumed you were doing that. Firm names appear only to illustrate how the work is divided; no cooperation, agency or endorsement is implied.
| Role | Owns | Does not own |
|---|---|---|
| Underwriter / investment bank | Underwriting and distribution, pricing, roadshow, stabilisation; the underwriting agreement | Getting the company ready for disclosure, or day-to-day comment response |
| US counsel | The legal portions of SEC filings (S-1 / F-1, S-4 / F-4, 20-F), legal positions in comment response, registration and exemption analysis | The numbers themselves, or preparing the business and the financials |
| PRC counsel | Onshore compliance, restructuring and VIE opinions, onshore approvals and foreign exchange | US filing positions - someone has to reconcile the two opinions |
| Auditor | The PCAOB-standard audit report; historical-year audits, US GAAP conversion positions, controls-related testing | Building your controls or organising your evidence - evidence that does not exist cannot be produced |
| CFO and finance team | Financial positions, the financial portions of the filing, financial comment response, post-listing 10-K / 20-F and SOX 404 | Running structure, auditor coordination, controls and the syndicate in parallel - that is a team's workload |
| Listing operator (orchestration) | Route selection and the master schedule, sequencing each adviser's deliverables, organising audit positions and control evidence, dividing and pacing comment response | The underwriter's distribution role, or counsel's legal opinions |
Marketing language cannot be verified. These four can, in the first conversation. Anyone who cannot answer them should be ruled out.
These are not cost-saving tricks. They are errors that turn into extra spend and extra months halfway through.
Listing projects rarely fail because one party is incompetent. They fail because nobody owns sequencing the rest.
Underwriters, counsel and auditors are each highly competent, and each engagement letter covers only its own segment. What is left over - who fixes the audit positions, when the structure is done, who keeps the control evidence, who answers SEC comments and in what order, how the equity story is framed before the roadshow, how each party's deliverables are sequenced - sits in nobody's engagement letter.
That orchestration normally falls to the issuer's own CFO, and most China-based companies preparing to list do not have one who has run a full cycle: led an S-1 or F-1, carried every SEC comment round, produced the first post-listing 10-K or 20-F and SOX 404. That is the seat we fill - we deliver the listing, not a placement.
We do not cover Hong Kong, A-shares (including the STAR Market and ChiNext), the Beijing Stock Exchange or the NEEQ market, nor Singapore or London. Where the enquiry is outside our scope we say so rather than take it and subcontract.
No - a bank underwrites and distributes; it does not prepare you for disclosure. Whether and when a bank takes the deal depends on whether your financials and disclosure quality are already there, and the bank will not get you there. The usual sequence is audit, structure and controls first, syndicate after. Reversing it is how schedules slip repeatedly.
Yes, and the roles do not overlap. The bank underwrites, counsel gives legal opinions, but nobody owns stitching it together and driving the schedule: who fixes the audit positions, when the structure is done, who keeps the control evidence, who answers SEC comments, how the equity story is framed before the roadshow. That orchestration normally falls to the issuer's own CFO, and most China-based companies preparing to list do not have one who can carry it.
Two things: whether the quote is split by stage, with each stage's deliverable, acceptance test and fee written down; and whether there is a mechanism for confirming scope changes in writing in advance. A single lump price that will not be broken out is where problems appear later. We do not promise a successful listing and we do not bet on outcomes - nobody can promise an SEC review conclusion or an issuance window.
Ask rule detail, not marketing: the 2026 Nasdaq China-issuer thresholds (a firm-commitment raise, or MVUPHS after combination, of at least US$25 million), PCAOB inspection requirements, the Super 8-K audit statements at IPO standard, and why an OTC uplist needs a year of trading first. These are rules changing right now - only people on live deals this year can answer them.
Settle the route first (IPO, reverse merger or SPAC), because it sets everyone else's scope. Then the auditor and counsel, because audit and structure take longest. The CFO and finance team start in parallel. The syndicate comes in once the financial base and the schedule are clear. Putting the bank first is the most expensive ordering mistake in this business.
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