The listing process of American stock exchange

Mainly divided into four major processes, one is the choice of intermediary institutions; Then, apply to the overseas CSRC or exchange (hearing); Secondly, carry out roadshows and pricing; Third, securities underwriting; Finally, go public.

American IPO listing process

First, choose an intermediary? What are the main responsibilities of intermediaries involved in the process of corporate restructuring and overseas listing?

1. Financial advisor. The financial consultant is the overall coordinating body responsible for the company's restructuring, assisting in formulating the restructuring plan, and coordinating with other intermediaries and relevant departments of the enterprise, and is the counseling body for the future listing. ?

2. Land appraiser. The land appraiser is responsible for assisting in handling the land ownership certificate, completing the land evaluation report, examining and approving the land evaluation report, and assisting in obtaining the approval of the Ministry of Land and Resources on the disposal of land use rights. ?

3. Asset appraiser. Communicate with the state-owned asset management department on asset appraisal, complete the asset appraisal report, reconcile with the auditor and be responsible for the approval of the asset appraisal report. ?

4. International accounting company. Responsible for issuing financial audit reports, capital verification reports, financial audit reports during the company's preparation, management proposals, and evaluating the company's internal control. ?

5. Lawyers at home and abroad. Responsible for legal due diligence, issue legal opinions on the management of state-owned shares and the establishment of joint-stock companies, assist enterprises to communicate with regulatory agencies on legal issues of restructuring, and draft articles of association. Foreign lawyers issue relevant legal documents on whether they meet the requirements for overseas listing. ?

6. Property appraiser. If you want to be listed on the Hong Kong Stock Exchange, according to the requirements of the Hong Kong Stock Exchange, you need to hire a property appraiser with Hong Kong executive qualifications to evaluate the property (land and houses) of listed companies and issue a property appraisal report.

2. Apply to overseas CSRC or exchange (hearing)? After obtaining the relevant approval from the domestic regulatory authorities and the relevant legal opinions issued by lawyers, an enterprise may submit the materials for its first application for listing to overseas exchanges.

Registered with the US Securities and Exchange Commission (SEC)

(1) Prepare the registration documents?

According to the provisions of the US Securities Law 1933, an enterprise issuing securities must register, submit a written notice to the SEC, and disclose information related to this issuance, that is, submit a registration instruction. The registration instruction consists of two parts: the instruction and the registration instruction. The official prospectus will indicate the effective time of registration, issuance time, issuance price and other related information; But this is an informal prospectus, printed in red ink, commonly known as "preliminary prospectus", reminding readers that this is an informal conversion. Its main contents include: cover, summary, company, capital investment, distribution policy, equity dilution, capitalization, financial data summary, management discussion, management and major shareholders, legal proceedings, securities introduction and summary. ?

The contents of the registered prospectus include: underwriting fees, directors' and management's remuneration, unregistered securities of the company, recent transactions, annexes and financial statements. ?

(2) Relevant rules

In the Securities Law of 1933 and the Securities Exchange Law of 1934, the express provisions are mainly concentrated in S-K, S-X and C regulations. ?

Regulation 1. S-K: Specify the contents of some materials except finance in the register.

? 2.S-X regulations: stipulate the contents of financial reports. Accountants should be very familiar with S-X regulations, and enterprises should fill in relevant financial information together with accountants. ?

3. Regulation C: Specify the content of the procedure. For example, the steps to be followed in registration, the size, quantity and other details of registration instructions. ?

4. Release of financial reports: The requirements of S-X Regulations on financial information disclosure have been strengthened. ?

5.SEC joint accounting report: supplementary information. Explain the SEC staff's understanding of the accounting system and the legal practice of overseas listing of China enterprises?

(3) fill in various forms?

The specific provisions of the registration instructions are mainly reflected in forms S- 1 to S- 18 (some serial numbers do not exist). * * * S-L is the most important registration form. For the sake of simplicity, the SEC also adopts SB- 1 (securities with size less than100000 USD) and SB-2 (unlimited size), which are the most widely used formats. The differences between S- 1 and SB- 1 and SB-2 are as follows:

Project S- 1S b- 1, SB-2 Balance Sheet The balance sheet of the last three years 1 2, the income statement, the statement of changes in financial position and the statement of changes in shareholders' equity. The plan for three years, two years and three years conforms to the accounting standards of the SEC and needs to conform to the generally accepted accounting principles (GAAP) and the financial data of five years GAAP. Indicate the personal financial status and income analysis requirements, and do not require detailed descriptions of the company's business, assets and management remuneration, and do not require tables S-2 and S-3, which are applicable to listed companies that issue shares for the second time?

Form S-4: Used for Acquisition

Form S-6: Applicable to trust and investment companies?

Form S-8: Right or profit plan for selecting issued stocks and employee stocks.

Form S- 1 1: for real estate companies and investment companies?

When the US Securities and Exchange Commission examines the above registration documents and forms, it usually requires directors to issue an affidavit to prove its authenticity and accuracy. The contents include: work experience, relationship with the company to be listed, positions held in other companies, educational background, business organizations that the company has participated in, lawyers and accountants hired by the company in recent five years, securities issuance that the company has participated in in in recent 10 years, past and present entrusted management relationship, personal remuneration, company securities held, and all past or upcoming transactions with the company. ?

(4) submit the registration?

1. Preparatory meeting?

In order to improve the contents of the prospectus, the company listed for the first time may choose to meet with the relevant personnel of the SEC to obtain the following specific guidance:

Help the company to improve relevant documents; Consulting how to deal with legal and accounting issues; ?

Consult the SEC personnel about the existing unclear regulations; ?

Find out some specific matters that may affect the registration and avoid unnecessary waiting after the registration report is submitted; ?

Limited questions and answers to relevant special questions; ?

Before the preparatory meeting, the company and relevant intermediaries (such as underwriters and lawyers) should prepare questions and related materials for discussion with SEC personnel at the meeting. ?

2. Official registration?

When the company submits the registration certificate according to the regulations, the SEC has a special team to handle it, including lawyers, accountants, analysts and industry experts. They will confirm whether the registration instructions meet the requirements of the SEC and thoroughly check and confirm all the information in them. According to the relevant regulations, registration will take effect automatically after 20 days from the date of submission, but there are also provisions that the 20-day validity period will be automatically extended. Under normal circumstances, the registration applicant will generally receive the first opinion from the SEC 4-6 weeks after the first report is submitted. ?

3. Submission?

The US Securities and Exchange Commission (SEC) will issue an opinion letter after reviewing the registration instructions submitted by the company. It mainly explains how SEC members think the company should modify the prospectus to make it more perfect and accurate. Its contents mainly include:?

What is the company's current situation, business, products and services;

All information about the new product has been disclosed, including the satisfaction of development, production, marketing and distribution;

Whether the background and experience of managers are false or not fully disclosed; ?

Whether all related party transactions are fully disclosed; ?

It is required to explain the disclosure of financial statements and increase risk factors;

Whether the management's analysis and discussion on the business are sufficient.

? (5) Modify the report?

The company shall revise its registration book according to the opinion of the Securities and Exchange Commission of the United States, and the main forms are as follows:

1. Delayed revision report: it is required to extend the validity of registration for 20 days to avoid the expiration of registration. ?

2. Substantive revision report: make up for some defects in the registration instructions. 3. Price revision report: confirm the issue price and final issue quantity.

? (6) SEC review?

The purpose of the review is to prove whether the company's information disclosure is appropriate. Generally, I express my opinions through letters or telephone calls, which are divided into the following audit methods:

1. Delayed review: If the SEC thinks there is nothing to see in the registration report, it will send a bug letter advising the registrant to withdraw the registration, otherwise it will issue a suspension order. ?

2. Rough review: If the SEC thinks that there is not much problem with the registration book, it requires the company's intermediary agencies to bear corresponding legal responsibilities. ?

3. Summary and review: SEC members give instructions on limited issues. ?

4. Final evaluation: All experts in the evaluation team will comprehensively evaluate the registration certificate, and then the supervisor will issue a detailed opinion letter. ?

(7) Pass or suspend the order?

If the SEC issues an order to suspend the entry into force of the registration instruction, it indicates that the company shall not issue shares for listing, otherwise it will be illegal. ?

If the SEC does not comment on the revised registration instruction, it means that the registration instruction will take effect automatically within 20 days. ?

(8) NASQ review?

In the United States, companies must obtain the approval of the National Association of Securities Dealers (NASQ) to register and issue shares. The review mainly reviews the contents of the registration instructions and the underwriter's commission according to S-K regulations, with the purpose of understanding whether the underwriter's commission is reasonable and ensuring the interests of the general public investors.

Third, roadshows and pricing roadshows and their functions:

Road Show, in English, is an important way for investors and securities issuers to promote the successful issuance of shares under the condition of full communication. It mainly refers to the tour promotion activities of securities issuers to potential investors in major roadshows before issuance. It shows the value of the securities to be issued, deepens investors' cognition, understands investors' investment intentions, finds the demand and value orientation, and ensures the successful issuance of securities.

Online roadshow refers to the interactive communication between securities issuers and netizens through the Internet. Through real-time, open and interactive online communication, on the one hand, securities issuers can further demonstrate the value of their securities, deepen investors' cognition, understand investors' investment intentions and answer questions for investors; On the other hand, all kinds of investors can understand the intrinsic value and market positioning of enterprises and the quality of senior management of enterprises, so as to judge the investment value of companies more accurately.

In overseas stock markets, stock issuers and underwriters should decide the circulation, issue price and timing according to the roadshows. As we all know, when Sohu issued shares on Nasdaq, it was only after adjusting the issue price according to the situation at that time that it was successfully issued. When China Unicom offered shares in Hongkong, China, the initial pricing was conservative, and then the issue price was raised according to the roadshow. Of course, there are also cases where roadshows fail, such as CNOOC's overseas financing. During the road show, investors reacted coldly to the company. Although the company announced that it would downsize and lower its offer, the market still hasn't improved. Coupled with differences of opinion among relevant departments, we have to abandon the IPO plan and wait for the next opportunity. So the success or failure of stock issuance can often be seen from the effect of roadshows.

Due to the different structure of foreign and domestic market participants, foreign countries are mainly institutions, and IPO companies can communicate with them through roadshows. In China, small and medium-sized retail investors are the new force in the securities market, and there is a problem of information asymmetry. So in China, online roadshows are more important and popular. It is an effective way for IPO companies to communicate with small and medium-sized investors, and will play a role in public opinion supervision, strengthening information disclosure and increasing IPO transparency.

Pricing:

Pricing needs to be done with the help of intermediaries and analysts. International IPO pricing is a highly market-oriented process. Under the strict regulatory requirements of full disclosure of international capital market information and high competition, the price finally reached by buyers and sellers is the fair price. Specifically, the pricing process of overseas listing of enterprises is mainly divided into three stages: basic analysis, market research and roadshow pricing.

The first stage is basic analysis, which means that sponsors or underwriters of listed companies study and understand the current situation of enterprises through due diligence, solve problems left over from history with enterprises, tap future growth potential, introduce new management systems and mechanisms, and formulate future business development strategies and plans (including introducing strategic investors). After this reorganization process, the enterprise value has been fully reflected and improved, reaching the standards of supervision and disclosure of listing. On this basis, the underwriter analyzes the basic factors that affect the future value of the enterprise, such as business development prospects and future financial performance, and compares them with comparable companies in the market. At the same time, considering the international capital market environment, the underwriter makes a preliminary forecast on the valuation of listed companies. ?

The second stage is market research, that is, the underwriter introduces the investment story and valuation analysis of the company to be listed to international investors, and investors make a preliminary judgment on the company's valuation according to the underwriter's recommendation and their own research, and feed it back to the underwriter and issuer. If international investors recognize the company's development prospects, they may accept a higher valuation; On the contrary, the accepted valuation will be lower, or even refuse to participate in the subscription of shares of the company to be listed. ?

The third stage is roadshow pricing, where the management and investors conduct one-on-one roadshows and final pricing. This is the last stage and the most important link in the pricing process of overseas issuance. For many overseas long-term institutional investors, the ability and performance of management are the most fundamental guarantee for the long-term appreciation of the company's stock. If the recommendation effect of management is good, investors will be able to accept higher prices within the issue price range and subscribe more enthusiastically. If conditions permit, roadshows can even raise the issue price range. ?

The pricing model of American IPO is mainly cumulative bidding. The important institutional investors in American securities market include pension funds, life insurance funds, property insurance funds, mutual funds, trust funds, hedge funds, trust departments of commercial banks, investment banks, university foundations and charitable foundations, and some large companies also have departments specializing in securities investment. Most of these institutional investors take the securities market as their main business activities, which are relatively standardized and familiar with the securities market. These institutional investors often participate in the issuance of new shares and judge the investment value of different issuing companies more accurately. Due to the high quality of institutional investors, it is relatively reliable to use the quotations of these institutional investors as the main basis for pricing. Of course, in the American market, brokers also issue small-cap stocks at a fixed price, but from the actual situation of the American securities market, this is not the mainstream of new share pricing. ?

Four. Underwriting securities underwriting type:?

Securities issuance requires underwriters to underwrite securities issued by issuers. Securities underwriting is to sell the company's upcoming new shares through underwriters. ?

Securities underwriting can generally be divided into the following types:

1. According to the types of underwriting securities, it can be divided into bond underwriting issued by the central government and local governments, bond underwriting and stock underwriting of enterprise branches, bond underwriting issued by foreign governments, securities underwriting issued by international financial institutions, etc. ?

2. According to the way of securities issuance, it is divided into private placement underwriting and public offering underwriting. Public offering refers to the issuance of major bonds to the public; Private placement refers to issuing securities to a limited number of institutional investors, such as insurance companies and fund companies. Generally speaking, private placement takes the form of direct sales, which can save underwriting fees without going to the securities management organ for issuance registration; However, the public offering must go through complicated registration procedures. For example, securities issued in the United States must be registered in the state where the securities are sold and meet the requirements of the blue sky law. ?

3. According to different underwriting agreements, it can be divided into underwriting and consignment. Securities consignment refers to the underwriting method in which an investment bank sells securities on behalf of the issuer and returns all unsold securities to the issuer. Securities underwriting means that at the end of the underwriting period, the investment bank purchases all the securities of the issuer according to the agreement or purchases all the securities left after the sale by itself. Usually, almost all underwriting methods are adopted. Underwriting will transfer all the risks of the issuer to the investment bank, so the issuer must pay the investment bank more. ?

Underwriting procedures:?

1. preparation stage of issuance: after the issuer puts forward the financing demand according to its own operating conditions, the investment bank makes use of its own advantages in experience, talents and information to conduct detailed investigation, research and analysis on the issuer's basic information (including the company's development history, financial status, organizational structure, investment of raised funds, popularity of the securities to be issued in the market, leading members, etc.). If both parties can , for reference. ?

2. Agreement signing stage: after the issuer determines the types and issuance conditions of the securities and reports them to the securities management department (such as the Securities and Exchange Commission (SEC) in the United States) for approval, it signs an agreement with the investment bank, and the investment bank helps it sell the securities. The signing of the underwriting agreement is the result of negotiation between the issuer and the investment bank, and both parties should follow the principle of good faith. For example, the determination of the issue price should take into account the interests of both the issuer and the investment bank: too high a price is beneficial to the issuer, which can enable the issuer to obtain more financing funds and lay a good foundation for the company's future development, but the investment bank may have to bear a great risk of issuing failure; On the other hand, too low a price is acceptable to investment banks, and the issuer's financing plan may fail. Therefore, investment banks and issuers should comprehensively consider the intrinsic value of stocks, market supply and demand and the development of the issuer's industry, and formulate a reasonable price that is acceptable to both parties and can make the underwriting successful. If the issuer's securities are large, it may be unbearable for an investment bank. The lead manager (the earliest investment bank) can form a syndicate or underwriting syndicate, which will be underwritten by several investment banks. If there is more than one leader manager, then the whole team is called a joint leader manager. In addition to the lead underwriter, there are managers, lead underwriters, mezzanine underwriters and sub-lead underwriters in the group. The status of investment banks in the group is determined by their shares in the group. ?

3. Securities sales stage: After signing an agreement with the securities issuer, the investment bank will start to sell securities and sell the issued securities to investors. Of course, in private placement, investment banks only sell securities to institutional investors, so their role in this link is weakened. Investment banks have organized a huge sales team, including not only managers and underwriters, but also non-syndicated members. A strong sales network ensures the smooth sales of securities. ?

5. going public? After the IPO, it can be listed according to the agreement with the exchange. After listing, shares can be publicly circulated. The IPO was declared complete. ?

Advantages of IPO:

financing

Good liquidity

Build a reputation?

Return the investment of individuals and venture capitalists.

Disadvantages of IPO:

Cost (possibly as high as 20%)

Companies must comply with SEC regulations.

Managing stress

Short-sightedness on Wall Street

Lose control of the company

What is the cost of IPO?

IPO fees generally include attorney fees, sponsorship fees, agency fees, prospectus fees and underwriter commissions. In the United States, the IPO fee is generally $65,438+0,000-65,438 +0.5 million, and a financing commission of 8%-65,438+0.2% is required. The cost of direct listing on Nasdaq in the United States is also high, and the IPO cost is generally around 20 million yuan, which exceeds 10% of the raised amount.