What Does an IPO Underwriter Do?

An Initial Public Offering is the first time a company has sold its shares to the public.

IPO

(IPO)

on

Under the inquiry mechanism, the issue price of new shares is not determined in advance. Under the fixed price method, the lead underwriter will

Regarding IPOs:

After in-depth, repeated research, review and

The company and its directors: Prepare and revise profit and cash flow forecasts, approve prospectuses, sign underwriting agreements, road shows.

Sponsor: arrange timetable, coordinate consultant work, prepare draft prospectus and listing application, and recommend stock pricing.

Reporting accountant: complete auditing business, prepare accountant report, review profit and working capital forecast.

Company lawyers: arrange company reorganization, review relevant legal confirmations, and determine underwriting agreements.

Sponsor lawyer: consider the company's organizational structure, review the prospectus, and prepare the underwriting agreement.

Stock exchange: review listing applications and prospectuses, and hold hearings.

Stock transfer registrar: prepared stocks and repayment checks, and printed a large number of stocks.

Printers and translators: Drafting and translating listing materials, printing a large number of listing documents.

1. The shares have been publicly issued upon approval by the securities administration department of the State Council.

2.The total share capital of the company is not less than RMB 30 million.

3. Publicly issued shares account for more than 25% of the company's total shares.

4. Where the total share capital exceeds 400 million yuan, the proportion of public offering is more than 10%.

5. The company is not significant within three years

An IPO has four major effects on the stock market.

First, the financing color of the stock market has been strengthened. Although the stock market that cannot achieve financing is not a sound market, it should be treated differently for a market that has long placed too much emphasis on financing. According to statistics, the financing of the A-share market in the past 10 years is 1.76 times the cash dividend. Although the market has seen a decline in the amount of IPO financing in the past two years, the phenomenon of refinancing has continued to rise. In the first ten months, the amount of refinancing reached 2.81 times the amount of IPO. About 46 listed companies have issued refinancing plans. It is expected that the blood draw will reach 107.3 billion yuan. It is worth mentioning that the market has picked up slightly, and some large refinancing households have started to carry out cash-back activities. For example, on the 27th of this month, Ping An (601318) of a convertible bond fundraising plan not exceeding 26 billion yuan was approved. Some time ago, the 20 billion convertible bonds issued by Minsheng Bank (600016) were also approved. Facing such a market with a low dividend yield, the phenomenon of financing frequently appears. What is the appeal of A shares? If the IPO restarts, it will only push the financing phenomenon of A shares to a new climax.

Second, it hurts investors' investment confidence. The stock market must go down! With the successive introduction of bearish policies, investors' shareholding confidence will also decline.

Third, the nature of value investment has been distorted. The reopening of the IPO will inevitably involve many issues, such as the "three high phenomenon" of stocks, and fraudulent behaviors of some companies seeking to go public. Assume that a company's PE value before listing is about 15 times, and the company's net profit will increase at a rate of 30% in the next three years. In other words, shareholders hold a PE of about 15 times for a long time, and can still get a good yield in the future. However, after the stock was listed, it was heated up, and the PE value soared to 50 times, which seriously overdrawn the company's growth expectations. At this time, shareholders choose to buy and hold for a long time, the probability of loss is quite large. Therefore, in the absence of strict supervision, the IPO restart has also distorted the nature of value investment to a certain extent.

Fourth, it promotes key issues such as benefit delivery. Talking about this, we can easily associate the four major auxiliary institutions of the IPO, namely securities companies, law firms, accounting firms and IPO consulting agencies. From the perspective of subdivision work, securities companies are mainly responsible for the underwriting of securities issuance, checking the public offering documents, and issuing sponsorship opinions, etc .; law firms mainly issue legal opinions on legal issues related to issuance and listing; and accounting firms are mainly targeted at enterprises. Professional opinions such as financial and profit expectations; and IPO consulting agencies provide services on corporate financing services and the introduction of strategic investors. Taking the institution responsible for securities issuance and underwriting as an example, the underwriting expenses belong to the main interests of the institution. That is to say, the higher the underwriting fee, the greater the benefit the organization will receive. According to the data, the underwriting expenses of the main board and small and medium-sized board markets are about 5%, while the underwriting expenses of GEM companies' IPOs are about 3% of the total fundraising amount. If the institution achieves the over-raising phenomenon of the enterprise in some way, the underwriting fees obtained by the institution will increase accordingly, and the benefit transmission will occur accordingly. In addition, the phenomenon of "rent-seeking" in the stock market also causes the above problems to gradually worsen. There is even a phenomenon, such as that some companies do not meet the conditions for listing, but successfully IPO through some unknown means, and finally achieve the purpose of ringing money and so on. ^[3]

Corresponds to the primary market, most

On November 4, 2010, after the blowout of overseas IPOs in 2010, from the second half of the year,

On July 16, 2012, the Shanghai Composite Index reached a new low, and the Shenzhen Stock Index [9400.88 -1.66%] experienced a decline of more than 2%. A total of 135 stocks fell in the two cities.

In the stock bar forum and the securities business department, there have been many calls for the suspension or even suspension of the issuance of new shares. In the forum, "Signature of 10 Million Shareholders' Congress: Strongly urged the Securities and Futures Commission to stop issuing new shares and stop

The Main Board Issuance Review Committee is scheduled to hold the 57th and 58th Meeting of the Issuance Review Committee of the year on April 30 to review Hueishan Shaoxing Wine Co., Ltd., Kangxin (China) Design Engineering Co., Ltd., and Guangdong Eton Electronic Technology Co., Ltd. and Nanjing Kangni Electromechanical Co., Ltd. for initial public offering (IPO) applications. This means that the IPO review meeting, which has been suspended for more than a year and a half, has finally restarted.

On the evening of May 30, the CSRC announced the 30th batch of 20 companies' pre-disclosure and pre-disclosure update information. Among them, 9 were listed on the Shanghai Stock Exchange, 4 were listed on the small and medium-sized board of the Shenzhen Stock Exchange, and 7 were listed on the GEM of the Shenzhen Stock Exchange. In addition to the 410 companies disclosed in the previous 29 batches, 430 companies have released pre-disclosure or pre-disclosure update information. ^[5]

"There are a lot of companies queuing for IPOs, and the long queuing time results in high hidden costs for companies. Especially in the case of the deadline for the release of the pre-disclosure by the regulatory authorities, it is likely that there will be a wave of pre-disclosure announcements on the 30th. "Su Peike, principal researcher of the Institute of Public Policy of the University of International Business and Economics, said in an interview with the Securities Daily reporter.

June 30, 2014 is the last day of the "big limit" for pre-disclosure. According to the relevant requirements of the China Securities Regulatory Commission, starting from July 1, the number of companies subject to review and pre-disclosure will be the same. Last Friday, Zhang Xiaojun, the spokesperson of the Securities and Futures Commission, emphasized and warned the companies that had not completed the pre-disclosure for the third time. On the same day, as many as 56 companies to be listed were concentrated on pre-disclosure, 22 of which were planned to On the Shanghai Stock Exchange, 6 companies plan to list on the SME board and 28 companies plan to list on the GEM. The number of pre-disclosure and pre-disclosure updates has surged to 618.

According to the latest data released by the China Securities Regulatory Commission, as of June 26, 2014, the total number of companies under review was 664, of which 282 were on the main board of the Shanghai Stock Exchange, 149 were on the main board of the Shenzhen Stock Exchange, and 233 were on the GEM; the total number of suspended companies was 42, of which There are 14 main boards of the Shanghai Stock Exchange, 11 main boards of the Shenzhen Stock Exchange, and 17 GEM boards; the total number of companies that have terminated the review is 60. ^[6]

On January 5, 2015, the CSRC approved the initial applications of 20 companies in accordance with legal procedures, of which 10 were from the Shanghai Stock Exchange, 3 were from the Shenzhen Stock Exchange, and 7 were from the GEM. The aforesaid enterprises and their underwriters will negotiate with the Shanghai and Shenzhen Stock Exchanges to determine the issuance schedule, and will publish a prospectus one after another. ^[7]

On March 2, 2015, the CSRC approved the initial applications of 24 enterprises according to legal procedures, including 12 on the Shanghai Stock Exchange, 4 on the Shenzhen Stock Exchange, and 8 on the Growth Enterprise Market. ^[8]

On the evening of April 2, 2015, the CSRC issued the initial applications of 30 companies through its official Weibo. Among them, there are 11 on the Shanghai Stock Exchange, two on the Shenzhen Stock Exchange, and 17 on the GEM. ^[9]

Issuance of new shares increased to twice a month

On April 23, 2015, the China Securities Regulatory Commission issued 25 companies to approve initial applications. Among them, 10 companies including Placo Biotech, Xinjiang Xuefeng Technology will be listed on the Shanghai Stock Exchange, and 3 companies including Yongdong Chemical will be listed on the small and medium-sized board, including Naiwei Technology. Wait for 12 companies to land on GEM.

The CSRC stated in the announcement that the 25 start-up companies are the second batch of companies approved within this month based on market conditions and the progress of the initial review. In the next step, the CSRC will increase the supply of new shares on the basis of maintaining a balanced monthly approval of the first issuers, from one batch to two batches. ^[10]

Restart IPO to cancel prepayment for new shares subscription

On November 6, 2015, China Securities Regulatory Commission spokesman Deng Jun said that the stock market has entered a stage of self-repair and self-regulation, and the restoration and maintenance of a reasonable and appropriate supply of new shares will help increase market vitality, enhance market functions, and actively stabilize, Repair and build the market, and promote the sustainable and healthy development of the market. The CSRC will focus on resolving huge amounts of new funds, simplifying the conditions for issuance of audits, and strengthening the protection of investors' legitimate rights and interests. It will simultaneously openly solicit opinions from the public on the rules of the "Administrative Measures for the Initial Public Offering and Listing (Revised Draft)" and the "Administrative Measures for Securities Issuance and Underwriting (Revised Draft)", and will be publicly announced after implementation of relevant procedures.

After the revision of relevant rules and the reform of the technical system, the issuance of new shares in the A-share market will enter a new normalization track. Deng Jun also said that the Securities Regulatory Commission decided to resume the issuance of new shares of 10 companies that had already entered into payment procedures in accordance with the current system. It is expected that it will take about two weeks to prepare; the remaining 18 companies will be completed before the end of the year Wholesale branch.

"This time it is proposed to optimize the subscription method. On the premise of insisting on online market-based subscription, investors who meet the online and offline qualifications for subscription requirements do not need to pay in advance according to their subscription amount when submitting the subscription declaration. After the sale, pay the subscription fee based on the actual amount allocated. "The person in charge of the relevant departments of the CSRC said.

The cancellation of prepayments can significantly reduce the amount of funds that investors need to use in new share offerings.

After canceling the prepayment, the inquiry, pricing, placing and other aspects remain basically the same. The issue of new shares generally includes the following steps: one is to inquire and set prices directly to offline investors; the other is online investors Purchase by market value through the securities trading system, offline investors apply through the offline issuance electronic platform, online and offline investors do not need to pay when they apply for the purchase; third, online investors place through the method of lottery, Proportional placement; Fourth, investors pay funds based on the actual amount they are allocated.

This time, the prepayment at the time of purchase is changed to the payment after the placement amount is determined, and some investors may not pay the full amount in time after the allocation for various reasons. In order to restrict online investors' dishonesty, the CSRC intends to establish an online investor purchase restriction mechanism, requiring online investors to fail to pay in full after 3 successful bids for a total of 3 consecutive months. Participate in the purchase of new shares. ^[11]