Scope of Work for IPO Counsel

I. Scope of Services

Representing the client in connection with its initial public offering on the Nasdaq Stock Market in the United States (the “proposed initial public offering” or the “proposed IPO”). The scope of work shall include the following:

  • Drafting, reviewing, and revising the prospectus, including the offering structure and business descriptions of the client and its subsidiaries; however, the drafting and updating of financial information—primarily the sections “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”—shall be the responsibility of the client’s management team to ensure compliance with U.S. law.
  • Organizing drafting sessions for the working group.
  • Organizing, conducting, and coordinating necessary due diligence work.
  • Preparing and submitting the listing application to Nasdaq on behalf of the client and communicating with Nasdaq.
  • Preparing and submitting the registration statement to the U.S. Securities and Exchange Commission (SEC) on behalf of the client, and communicating with the SEC to obtain approval for the proposed IPO.
  • Assisting the client in negotiating the underwriting agreement with the underwriters and their legal counsel, and advising on relevant market practices and alternative provisions in underwriting agreements.
  • Assisting the client in drafting corporate governance documents required by Nasdaq.
  • Providing relevant legal opinions, including the “10b‑5” letter.
  • Providing strategic advice on U.S. legal issues related to the proposed IPO.
  • Providing other legal services, including mergers and acquisitions, registration statements under the amended Securities Act of 1933, private equity or debt offerings, litigation, and more.

II. Process Management and Collaboration Support

  • Project timeline coordination: Work in parallel with financial sorting, auditing, and other teams to ensure the prospectus drafting is completed within 3–6 months and aligned with the overall IPO schedule.
  • Document coordination and communication mechanism: Prepare detailed document checklists and question lists, coordinate with the company to provide all documents required for the IPO, establish communication mechanisms, promptly respond to legal questions arising during the project, and provide full‑process professional support.
  • Post‑IPO service continuity: After the IPO is completed, continue to provide legal support for equity disposition, trust management, and other post‑listing matters to ensure compliant operations and protection of shareholder rights.