Due to the advantages of quick review, short queue time and relatively low threshold for listing, many China enterprises will choose to list in the US stock market.
The United States implements a "registration system" for the issuance and listing of new shares. The whole process must be reviewed by the Securities and Futures Commission (SEC) and the Exchange, and the completeness, accuracy, authenticity and timeliness of the application documents of listed companies are formally reviewed. Instead of conducting substantive review and value judgment on the issuer's qualifications, the stock quality of the issuing company is left to the market to judge.
The composition of American securities market
(1) The national securities market mainly includes: NYSE, American Express, NASDAQ and OTCBB.
(2) Regional securities markets include Philadelphia Stock Exchange (PHSE), Pacific Stock Exchange (PASE), Cincinnati Stock Exchange (CISE), Midwest Stock Exchange (MWSE) and Chicago Board Options Exchange.
Characteristics of the national market of American stocks
(1) new york Stock Exchange (NYSE): It has the characteristics of sound organizational structure, the most complete equipment, the strictest management and high listing standards. Listed companies are mainly the largest companies in the world. Companies such as China Telecom are listed on this exchange;
(2) AMEX: the operation is mature and standardized, and the trading of stocks and derivatives is outstanding. The listing conditions are lower than those of NYSE, but it has a history of hundreds of years. Many traditional industries and foreign companies are listed on this stock market;
(3) Nasdaq: a complete electronic securities trading market. The second largest securities market in the world. Securities trading is active. The trading agency system of securities companies is adopted, which is divided into national board and small and medium-sized board according to the size of listed companies. Most enterprises are large and medium-sized companies with great growth potential, not just technology stocks;
(4) The signboard market (OTCBB) is a market directly supervised by the Nasdaq stock market, and its trading means and methods are the same as those of the Nasdaq stock market. Its listing requirements for enterprises are relatively relaxed, and the listing time and cost are relatively low, which mainly meets the financing needs of growing small and medium-sized enterprises.
Brief process of IPO listing of US stocks
First, choose an intermediary.
Many intermediaries will be involved in the process of overseas listing, including sponsors, financial consultants, asset appraisers, international accounting firms, domestic and foreign lawyers and other institutions.
2. Apply to overseas CSRC or exchange.
China enterprises going public overseas, whether in the United States or Hongkong, need to obtain the approval of domestic regulatory authorities first. After obtaining the relevant approval documents for listing and the relevant legal opinions issued by lawyers, you can submit the listing application materials to the American Stock Exchange and register with the US Securities and Exchange Commission (SEC). The listing review of US stocks is conducted on the exchange, and the registration must take effect.
In practice, the issuer will submit an application to the US Securities and Exchange Commission and the Exchange at the same time. During the audit, the SEC and the Exchange will operate independently, and will not exchange views or coordinate with each other on the issues in the audit. The securities and exchange commission does not necessarily have to approve the registration of securities that the exchange considers to meet the listing conditions; On the other hand, the exchange also has the right to reject the securities that have passed the issuance examination when applying for listing.
In order to reduce the impact of listing uncertainty on themselves, and to prevent competitors, media and other companies from knowing the company's information, enterprises generally choose to submit it in secret. After greater certainty, choose to submit publicly. Generally, the listing is completed about 2 months after the public submission.
Third, roadshows and pricing
Roadshow is an important way for listed companies or sponsors to promote the successful issuance of shares under the condition of full communication with investors.
The roadshow will publicize the development prospect of listing to investors, deepen investors' understanding of the companies to be listed, understand investors' investment intentions, find out the demand and value orientation, and ensure the successful issuance of securities.
The pricing mechanism of American IPO is highly market-oriented. The issue price is determined by the supply and demand situation in the stock market, and the regulatory authorities do not limit the issue price. The pricing mechanism is the cumulative bidding inquiry system.
Specifically, the pricing process of overseas listing of enterprises is mainly divided into three stages: basic analysis, market research and roadshow pricing.
Four. Securities underwriting
Securities issuance requires underwriters to sell shares of listed companies. There are two main underwriting methods: underwriting or consignment.
Underwriting means that the underwriter promises to underwrite a certain amount of securities and then sell them to customers. If they are not sold out in the end, they will keep them. Adopting this method means that as long as the company packages the shares to the underwriters, the issuance will be successful, and the rest of the pressure will be transferred to the underwriters. In recent American listed projects, this form of underwriting is mostly adopted.
Consignment, as the name implies, is consignment. Underwriters sell related securities on behalf of others. If the underwriting is not fully sold after the expiration of the underwriting period, the rest will be returned to the issuer. If investors don't subscribe enough in the price range, the IPO will fail. In recent years, the IPO of China Stock Exchange has adopted relatively few consignment methods.
There is a basic law in financial circles: risk is directly proportional to income. For underwriters, there is no need to bear too high risks when selling on a commission basis, but the fees charged are relatively low; Underwriting transfers all the risks of the issuer to the underwriter, so the issuer must pay more to the underwriter.
List of verbs (abbreviation for verb)
After the issuer is approved by the SEC and the Exchange, it can go public. Most issuers will choose to list on the IPO of the exchange on the next trading day after the registration documents take effect. After listing, the issuer also needs to submit the final draft prospectus of the final issue price to the SEC.
Composition of listing expenses of US stocks
1. American IPO fees generally include attorney fees, sponsorship fees, agency fees, prospectus fees and underwriter commissions. Generally, the cost of American IPO is $65,438+0,000-65,438 +0.5 million, and 8%-65,438 +0.2% financing commission is required.
2. 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.
3. The shell cost of 3.OTCBB involves the shell cost, and the service cost of intermediaries such as club law firms is about 700-800 thousand dollars.