Nasadka
brief introduction
Nasdaq is the abbreviation of the National Association of Securities Dealers' Automatic Quotation, but it has become synonymous with the Nasdaq stock market. The rise of information and service industry gave birth to Nasdaq. Nasdaq, founded in 197 1, is a global stock market that completely adopts electronic trading, provides a competitive stage for emerging industries and is self-regulated. Nasdaq is the largest electronic stock trading market in the United States and even the world.
Nasdaq is the abbreviation of the name of automatic quotation system, which was founded by the National Association of Securities Dealers at 1968. Nasdaq is characterized by collecting and publishing quotations from securities companies that trade unlisted shares over the counter. It has now become the largest stock exchange market in the world. At present, there are more than 5,200 listed companies. Nasdaq is the first stock market in the world to adopt electronic trading, with more than 260,000 computer sales terminals in 55 countries and regions.
Nasdaq index is an average stock price index reflecting the changes of Nasdaq stock market, and its basic index is 100. Nasdaq's listed companies cover all new technology industries, including software and computers, telecommunications, biotechnology, retail and wholesale trade. Microsoft, which attracted worldwide attention, went public through Nasdaq and achieved success.
Nasdaq stock market is the fastest growing market among the major stock markets in the world, and it is also the first electronic stock market. More than half of the stocks that change hands every day in the American market are traded on Nasdaq, and the securities of nearly 5,400 companies are listed on this market.
In the traditional trading mode, Nasdaq is unique compared with other stock markets by applying today's advanced technology and information-computer and telecommunications technology. The 565,438+09 brokers representing the world's largest securities company are called market makers, and they offer 60,000 bid prices and bid prices on Nasdaq. These large-scale activities are handled by a huge computer network, and the best quotations are displayed to investors in 52 countries. (including more than 70 computer terminals)
There are various market makers in Nasdaq, and investors trade any listed stock in the Nasdaq market by open competition-buying and selling Nasdaq stocks with their own capital. This kind of competition and capital supply activities make trading active, and the extensive and orderly market and the rapid implementation of instructions provide favorable conditions for large and small investors to buy and sell stocks. All this is different from the auction market. It has a designated trader or a specific person. This person is appointed to be responsible for all the transactions of a stock in this market, and to be responsible for rubbing buyers and sellers, and to act as a trader when necessary, so as to keep the transaction going.
Nasdaq has increased the excellent factors in the trading market and enhanced the trading system. These improvements enable Nasdaq to send investors' instructions to other electronic communication networks, which feels like entering an auction market.
Nasdaq stock market contains two independent markets:
Nasdaq national market
As the largest and most active stock market in Nasdaq, there are nearly 4,400 stocks listed in the national market of Nasdaq. In order to switch in the Nasdaq national market, the company must meet strict financial, capital and management indicators. Nasdaq has some of the largest and most famous companies in the world in the national market.
Nasdaq micro-capital market
Nasdaq is a market for growing companies. There are more than 65,438+0,700 stocks listed on Nasdaq Small Capital Market. As a small-scale capital level, Nasdaq's listing standard is not as strict as the national market listing standard, but it is the same as the management standard. When small capital companies develop steadily, they usually upgrade to the Nasdaq national market.
kerb market
Nasdaq stock exchange market is obviously different from OTC and OTC bulletin board quotation system in the United States. Although they are all managed by the National Association of Securities Brokers (NASD). OTC securities refer to those securities that are not listed on Nasdaq or any domestic securities exchange market. OTCBB is a quotation medium, which displays the real-time quotation, recent transaction price and volume of OTC listed stocks. OTCBB securities include certificates, documents and American consignment receipts officially issued at home, in regions and abroad. OTCBB is a quotation medium for agreed members, not a service for short-term listing and issuance, and should not be confused with Nasdaq or American stock exchange market. OTCBB securities are traded by the Market Maker Committee, and quoted and returned through a highly complex and closed computer network. All this is achieved through the Nasdaq workstation. Nasdaq Stock Market has no business relationship with those issuers in OTCBB market, and these companies have no requirement to submit documents or reports to Nasdaq Stock Market Co., Ltd. or National Association of Securities Dealers.
Major milestones since the establishment of Nasdaq market:
1971February 8: Nasdaq stock market was established. The initial index 100 points, and exceeded 200 points ten years later.
1987 65438+1October19: After the Dow Jones Industrial Average plunged, Nasdaq fell 1 1.5%, the biggest drop in a single day. At the end of that year, the index was 330 points.
1991April 12: 500.
1995 July 17: 1000.
1July 997 1 1 day: 1500.
July 2000.
199965438+1October 29th: 2500.
1999 1 1.3: 3000.
199965438+February 29th: 4000.
March 9, 2000: 5000.
March 2000 10: set a record of 5048.62 points.
In addition, Dow Jones index: The Dow Jones Industrial Average is an index that reflects the performance of 30 constituent stocks in the US market calculated by the price-weighted average method. The choice of constituent stocks is mostly weighty companies, which are widely held by investors, famous for their high-quality products and services and have a good history of enterprise development. pah
The Dow Jones Industrial Average is also widely used outside the United States. It is not only an indicator of the performance of the American market, but also a guide to other markets around the world. The Dow Jones Industrial Average is widely reported in Asia. It is also closely related to the daily trend of the Asian stock market index, and the performance of the index often makes the Asian market react. Therefore, investors in Hong Kong and the Asia-Pacific region will pay close attention to this index.
Nasdaq's listing standards
Standard 1:
(1) Shareholders' equity reaches150,000 USD;
(2) The pre-tax income in the latest fiscal year or two in the last three years is $6,543,800+0,000;
(3) 165438+ ten thousand public shares;
(4) The value of public shareholding is $8 million;
(5) The purchase price per share is at least USD 5;
(6) At least 400 shareholders holding more than 100 shares;
(7) 3 market makers;
(8) Must meet the requirements of corporate governance.
Standard 2:
(1) Shareholders' equity reaches USD 30 million;
(2) 165438+ ten thousand shares held by the public;
(3) The market value of public shareholding is $6,543,800+0,800;
(4) The purchase price per share is at least $5;
(5) At least 400 shareholders holding more than 100 shares;
(6) 3 market makers;
(seven) two years of business history;
(8) Must meet the requirements of corporate governance.
Standard 3:
(1) The total market value is $75 million; Or, the total assets and total income reached $75 million respectively;
(2) 165438+ ten thousand public shares;
(3) The market value of public shareholding is at least USD 20 million;
(4) The purchase price per share is at least $5;
(5) At least 400 shareholders holding more than 100 shares;
(6) 4 market makers;
(7) Must meet the requirements of corporate governance.
Nasdaq listing conditions
If an enterprise wants to go public in a small capital market, it can apply to the US SEC and NASDR for listing as long as it meets the three conditions and one principle on the next page.
prerequisite
Companies engaged in biochemistry, biotechnology, medicine, science and technology (hardware, software, semiconductor, network and communication equipment), joining, manufacturing, retail chain services, etc. , has been economically active for more than a year, and has high growth and high development potential.
Negative conditions
The net value of tangible assets exceeds $5 million, or the pre-tax net profit in the latest year exceeds $750,000, or the pre-tax income in two of the last three years exceeds $750,000, or the market value of the company exceeds $50 million.
Positive conditions
After the approval of the SEC and NASDR, there must be more than 300 public shareholders (non-IPO should set up a holding company abroad, and the original shareholders must be more than 300) before listing. According to the SEC Manual, the number of shares held by public shareholders needs to be greater than the whole share, and the whole share in the United States is the basic unit of circulation of 65,438+000 shares.
principle of good faith
There is a popular slang on Nasdaq: "Any company can be heard, but time will tell the story" (any company can go public, but time will tell everything). This means that as long as the applicant company adheres to the principle of good faith, listing is a matter of time, but time and good faith determine everything.
Listing procedure
The process of initial public offering is full of challenges and excitement. Bold decision-making, excellent listing team performance and good market conditions, and coordinated realization of "the right time, the right place and the right people" will show the elegant demeanor and image of a successful China company based on the US capital market.
1. Set up a listing consultant team.
The final listing of a company in the United States is often the result of the successful operation of an effective listing consultant team. In addition to the company itself, especially the company's top management, it needs to invest a lot of time and energy, and the company must set up a listing advisory team including investment banks, legal consultants and accountants. Among them, investment banks will take the lead in leading the whole transaction and underwriting process. When considering candidates for investment banks, companies should fully understand whether investment banks have experience in assisting other companies in the industry to go public and their sales ability. The legal counsel selected by the company must be qualified to practice in the United States. Similarly, companies should also consider whether they have rich experience in securities business. Accounting firms should independently review the financial status of the company according to American GAAP. Accounting firms should also have a comprehensive understanding of China's accounting standards, so as to adjust some data to meet the reporting requirements of American accounting standards.
2. Due diligence
With the assistance of the listing consultant team, the company will conduct all-round and in-depth due diligence on the company's management, operation, finance and legal affairs. Due diligence will lay the foundation for the company to draft the registered prospectus, prospectus and roadshow promotion. In order to better grasp and understand the operating conditions of the issuing company and facilitate the drafting of an accurate and attractive prospectus, the lead underwriter, the lead underwriter's legal adviser and the issuing company's legal adviser will conduct an extensive review of the issuing company's property and related contract agreements, including all loan agreements, important contracts and government licenses. In addition, they will also discuss with the company's senior management, financial personnel and auditors. At the same time, the lead underwriter often asks the company's legal adviser and accountant to express their opinions on the events in the registered prospectus. The underwriting agreement will stipulate that the company's legal adviser will issue legal opinions on legal issues such as the legal establishment and operation of the company and the effectiveness of issuing securities. In addition, the underwriting agreement will also require the company's legal counsel to give an opinion on whether the registered prospectus is fully disclosed. Finally, the issuing company is required to provide "comfort letter", that is, its independent certified public accountant confirms all kinds of financial data in the registered prospectus.
3. Registration and approval
American securities law requires that securities must be registered with the Securities and Futures Commission before public offering, and provide detailed prospectus to public investors. Registration approval is the core stage of listing. The company, the legal adviser and independent auditor hired by the company will prepare the first draft of the registered prospectus, so the ability and experience of the legal adviser will be fully exerted at this stage. The prospectus should include two parts: the first part includes the prospectus, and the second part includes supplementary materials, signatures and attachments. The prospectus has the following characteristics: First, it must meet the requirements of the US Securities Regulatory Commission, and the information required by the relevant forms must be truly disclosed. Generally, the disclosure requirements for overseas companies are the same as those for domestic companies in the United States, including the company's business, risk factors, financial status, management compensation and shareholding, major shareholders, related party transactions, capital use, financial audit reports in the last five years, etc. In addition, the prospectus is also a promotion manual, and it must describe the "highlights" of the issuing company to attract investors.
Underwriters and their legal advisers will carefully review the first draft and make comments. When the registration instructions are ready, hand them over to the SEC. After the registered prospectus is submitted to the China Securities Regulatory Commission, before the document is declared valid, the preliminary prospectus contained in the prospectus will be sent by the investment bank to potential investors for circulation. During this period, you can offer shares in writing, but you can't promise to sell shares. During this period, the underwriting bank will arrange roadshows (see below for details).
The US Securities and Exchange Commission will review the prospectus within 30 days. After the audit, the CSRC sent a letter to the company requesting additional information or more detailed disclosure, mainly involving disclosure and accounting issues. The Company will make amendments according to this opinion and submit the amendments to the China Securities Regulatory Commission. The CSRC conducted another review. If it is a company registered for the first time, the CSRC will often ask for multiple revisions.
After the SEC examines and approves the final draft of the prospectus, it will declare the prospectus effective. For first-time registrants, it takes 4 to 8 weeks from the first delivery to the announcement of effectiveness.
4. Promotion and roadshows
After registration, the company can promote sales, including roadshows, with the assistance of investment banks. Roadshow means that securities issuing companies stimulate investment interest by giving a series of reports to potential investors, analysts or fund managers, which usually lasts for one to two weeks. At that time, under the arrangement of the investment bank, the management of the company will give a lecture tour to show its business plan. The performance of management in roadshows also plays a vital role in the success of securities issuance. In the United States, important roadshow cities include new york, San Francisco, Boston, Chicago and Los Angeles. As international financial centers, London and Hong Kong are often included in roadshows.
After the roadshow, the final prospectus will be released to investors, and the management of the company will determine the final issuance price and quantity with the assistance of investment banks. Investment banks usually put forward a suggested price according to the needs of investors and market conditions.
Once the issue price is determined, the initial public offering will take effect two days after the investor receives the formal prospectus, and the listing transaction will begin. The lead underwriter will be responsible for ensuring the smooth trading of the company's shares on the first key trading day. At this point, the initial public offering was successful.
On March 1 2005, the Nasdaq Stock Market announced the appointment of Lawrence Pan as the chief representative of China. In August, Baidu officially landed on Nasdaq.
The brand of this enterprise ranks154th in the top 500 world brands in 2006 compiled by the World Brand Lab.