Resource · Lead document
The 2026 OTCQB Readiness Checklist for China & Hong Kong Companies
Seventeen items that decide whether an OTCQB application moves — assembled the way U.S. market professionals actually review them.
Seventeen items that decide whether an OTCQB application moves — assembled the way U.S. market professionals actually review them.
When a China or Hong Kong company approaches the U.S. OTC market, the auditors, counsel, transfer agents, and market makers on the other side all ask versions of the same seventeen questions. Companies that can answer them with documents move quickly and cheaply. Companies that cannot pay professionals by the hour to discover the gaps one at a time. This checklist puts the full set of OTCQB listing requirements and supporting evidence in one place — so the expensive conversations start from readiness, not archaeology.
A clear, current organizational chart from the listing entity down through every operating subsidiary, VIE arrangement, or contractual control structure. U.S. professionals need to see who owns what, in which jurisdiction, before any other work starts.
OTCQB requires audited annual financial statements. For SEC reporting companies the audit must come from a PCAOB-registered auditor. If your most recent audit is local-standard only, the U.S. audit path becomes the critical timeline item.
A named plan for who performs the U.S.-standard audit, on what timeline, and at what cost. For mainland China and Hong Kong issuers, this includes HFCAA inspection exposure — auditor selection is a strategic decision, not a procurement one.
Contracts, invoices, and bank receipts that tie reported revenue to real customers and real cash. Cross-border reviewers apply extra skepticism to Asia revenue; the companies that clear it fastest arrive with the tie-out already built.
A complete, reconciled capitalization table: every class of shares, option, warrant, and convertible instrument, with issuance history and consideration paid. Discrepancies between the share ledger and the corporate record are a classic late-stage blocker.
OTCQB expects at least 10% of the class in public float, with limited alternatives. Know your float math now: shares held by officers, directors, and 10%+ holders do not count, and fixing float late usually means dilution or delay.
At least 50 beneficial shareholders each holding 100+ shares. This is evidenced, not asserted — a shareholder list with genuine, traceable holders. Manufactured shareholder rounds are a diligence red flag, not a shortcut.
An SEC-registered transfer agent engaged and holding the issuer's share records. Market makers and OTC Markets both rely on the transfer agent as the source of truth for shares outstanding; without one, nothing downstream moves.
A CUSIP number identifies the security; DTC eligibility lets it settle electronically through U.S. brokerage accounts. Both are applications with their own documentation, and DTC eligibility in particular deserves early attention for cross-border issuers.
Quotation begins when a qualified market maker — a FINRA-member broker-dealer — files Form 211 and FINRA processes it. The issuer cannot file it. Your job is a complete, credible information package a market maker is willing to sponsor.
The OTCQB application itself: company profile, verified management, initial disclosure, the published application fee, and the annual management certification. Straightforward when the sixteen other items are ready; painful when they are not.
Mainland-connected issuers may need a CSRC overseas-listing filing, SAFE registration for cross-border shareholding and funds flow, and — for data-rich businesses — CAC data-security review. These run on Chinese regulatory timelines and should start early.
The Holding Foreign Companies Accountable Act requires that the PCAOB be able to inspect your auditor. The PCAOB currently inspects in mainland China and Hong Kong under the 2022 protocol, but issuers should plan for inspection-related risk in auditor choice.
A register of every transaction between the company and its officers, directors, major shareholders, and their affiliates — with terms and documentation. Undisclosed related-party dealings are among the most common reasons cross-border reviews stall.
Beyond verification: customer concentration, channel arrangements, round-trip risk, and collectability. U.S. professionals will pressure-test whether the revenue is durable, not merely real. Prepare the analysis before someone else prepares it about you.
An English-language business description, a management team able to speak to U.S. investors, and a plan for who tells the company's story after quotation. A ticker with no communication behind it trades like one.
The obligations that begin at quotation: ongoing disclosure via SEC reporting or the Alternative Reporting Standard, annual OTCQB verification and certification, the $0.01 minimum bid, and the fee calendar. Budget for year two before you start year one.
This checklist is designed to be saved and worked through with your team. Use the button below to print it or save it as a PDF from your browser's print dialog.
Uses your browser's print dialog — choose "Save as PDF" as the destination.
OTC listing is not automatic and financing is not guaranteed. Form 211 is filed by a qualified market maker — a FINRA-member broker-dealer — not by the issuer and not by us. OTC IPO Expert is not a broker-dealer, law firm, auditor, transfer agent, or investment adviser. Our role is readiness assessment, diligence, documentation, and coordination with licensed professionals.