American IPO appears on the market flow

1, of American security market form: (1) national security market basically includes: New York stock exchange (NYSE) , completely beautiful stock exchange (AMEX) , Na Sida captures the stock market (NASDAQ) and action show board the market (OTCBB) ; (2) regional security market includes: Philadelphia stock exchange (PHSE) , Pacific Ocean stock exchange (PASE) , Xin Xin carries a stock exchange then (CISE) , stock exchange of ministry of Chinese and Western (MWSE) and Chicago period authority bourse (CHICAGO BOARDOPTIONS EXCHANGE) etc.

2, the characteristic of national market:
(1) new York stock exchange (NYSE) : Have an organization the structure is perfect, equipment is the most perfect, management is the most rigorous, reach appear on the market mark advanced characteristic. Appear on the market the company basically is the company with the biggest whole world. The company such as Chinese telecommunication appears on the market in this bourse;
(2) completely beautiful stock exchange (AMEX) : Moving maturity and compasses Geng , stock and derive negotiable securities to trade outstanding. Appear on the market the requirement is lower than new York bourse, but the history that also has on hundred years. A lot of traditional industries and foreign company appear on the market in this stock market;
(3) Na Sida overcomes a stock exchange (NASDAQ) : Complete electronic negotiable securities trades the market. The whole world the 2nd big security market. Negotiable securities trades active. trades with stockjobber representative make, by appear on the market company size cent is countrywide board and platelet. The company that face is more those who have high growing latent capacity is large and medium-sized company, is science and technology not merely; (4) action show board the market (OTCBB) : It is the market that Na Sida captures the stock market to be superintended directly, with accept the stock market has Sidake to trade identically method and means. It is right of the enterprise appear on the market the requirement compares wide Zuo , and appear on the market time and charge are relatively inferior, basically satisfy grow model of medium and small businesses appear on the market financing need.

2, appear on the market the conditional requirement that card of postulate new York meets place to appear on the market to American abroad company: Trade as cosmopolitan negotiable securities place, new York card hands in place to also accept foreign company to hang out one's shingle appear on the market, appear on the market condition relatively American home company is more strict, basically include:
(1) the share amount of social community hold not less than 2.5 million; (2) the partner number that has 100 above not less than 5000; (3) of company financial bid (3 choose firstly) : [ of 1] gains sign: The profit before duty of before the company 3 years must reach 100 million dollar, and profit of two years parts recently not under 25 million dollar.

[ of 2] circulating fund mark: Property of 500 million dollar is owned in the whole world, 12 months did business in the past income at least 100 million dollar, recently 3 years of circulating fund at least 100 million dollar.
[ of mark of 3] net assets: Global net assets dollar of at least 700 million 5 ten million, the income of financial recently year dollar of at least 700 million 5 ten million
[The 4] management to the company and the multinomial demand that handle a side;
[5] is other concerned element, if company place belongs to the relative stability of the industry, the company is in the position in this industry, the market condition of company product, the foreground of the company, the public is right the interest of company stock.

Subsidiary appears on the market mark :
Asset of subsidiary whole world at least 500 million dollar, the company has the operation history of 12 months at least. The parent company must be outstanding achievement appears on the market goodly company, have to subsidiary accuse equity.
The stock distributes scale: Shareholder rights and interests is not gotten under 4 million dollar, share price lowest is not gotten under 3 dollars / , issue 1 million common stock at least, market prise not under 3 million dollar.
of company financial bid (2 choose one)
(1) gains sign : The income before duty of a year is not gotten recently under 750 thousand dollar.
(2) of total assets mark: Net assets is not gotten under 75 million dollar, and recently gross income of 1 year not under 75 million dollar.

American card hands in place to appear on the market condition
If the company wants to hang out his shingle to American stock exchange,appear on the market, need to have the following requirements:
(1) should have 500 the least, a 000 number have for masses place on market;
(2) market prise should be in the least U.S. dollor 3, 000, 000 yuan of above;
(3) the shareholder that should have 800 the least (every partner needs to have 100 above) ;
(4) last financial year need to have minimum 750, the earning before the duty of 000 dollars. NASDAQ appears on the market condition
(1) the net assets specified number of more than 4 1 million dollars.
(2) stock total market prise should have an U.S. dollor the least 1 million yuan of above.
(3) the partner that needs to have 300 above.
(4) the earning before last financial year lowest are the duty of 750 thousand dollar.
(5) forms for reporting statistics of annual year finance affairs is indispensible refer card to provide meeting and company shareholder people referenced.
(6) least beard has 3 " market go-between " (Market Maker) share this record (register the purchase price with have the Market Maker of the case to must be in regular and sale price every under capable to buy or the share that sells 100 above, and must be inside every 90 seconds after clinching a deal will all clinching a deal valence and trade quantity redound gives a person of same business of business of American negotiable securities consortium (NASD) .

NASDAQ appears on the market to be not American company to offer optional of mark financial mark satisfies one of following condition: (1) the net assets specified number of not less than 15 million dollar, income does business before there is a year of duty at least in 3 years recently not less than 1 million dollar. (2) the net assets specified number of not less than 30 million dollar, not less than business of 2 years are recorded. (3) stock total market prise not under 75 million dollar. Or company total assets, in those days gross income not under 75 million dollar. (4) the partner that needs to have 300 above. (5) the earning before last financial year lowest are the duty of 750 thousand dollar. (6) forms for reporting statistics of annual year finance affairs is indispensible refer card to provide meeting and company shareholder people referenced. (7) least beard has 3 " the business that become city " (the participation of Market Maker) this case (register the purchase price with have the MarketMaker of the case to must be in regular and sale price every under capable to buy or the share that sells 100 above, and must be inside every 90 seconds after clinching a deal will all clinching a deal valence and trade quantity redound gives a person of same business of business of American negotiable securities consortium.

OTCBB buys housing to appear on the market condition

OTCBB market is the stock that manages by Nasidake trades system, it is to be aimed at medium and small businesses and the market of electronic ark that poineering enterprise creates. The stock of a lot of companies often preexistence this system appears on the market, obtain first development fund, accumulate dilate through period of time, those who obtain Nasidake or new York stock exchange hang out one's shingle afore-mentioned markets upgrade after the requirement.

Compare with Nasidake, OTC BB market with the doorsill low and get victory, it does not have the requirement on dimensions or gain basically to the enterprise, the business of make a market that should have 3 above only wishs to become city for this negotiable securities, company stock can flow to OTCBB market connected. About 3400 companies appeared on the market in OTCBB in November 2003. Actually, na Sida overcomes itself of stock market company is a company that appears on the market in OTCBB, its stock code is NDAQ.

Be in the company that OTCBB appears on the market, want net assets to reach 4 million dollar only, year profit after tax exceeds 750 thousand dollar or market prise amounts to 50 million dollar, partner is in 300 people above, share price achieves 4 dollars ／ , can rise Na Sida to overcome field of small-sized stock market directly. Net assets achieves above of 6 million dollar, stock of the company when gross profit achieves above of 1 million dollar still can rise Nasidake directly advocate board the market. The preliminary market that because market of this OTC BB is called again,Na Sida captures (Na Sida overcomes BABY) .

American IPO appears on the market flow
One, choice intermediary orgnaization
The company changes make the intermediary orgnaization that in the process appearing on the market outside the condition, involves and main responsibility
1. Finance affairs is advisory. Financial adviser is to be in charge of a company changing the overall and harmonious orgnaization that makes the work, assist formulate to change make recombine plan, responsible with its orgnaization of his each intermediary and enterprise are coordinated about the branch, it is future appear on the market coach orgnaization.
2, land evaluates division. Land evaluates division to be in charge of helping testimony of conduction land land ownership, the land that finish evaluates a report, responsible land evaluates the approve of the report, assistance obtains ministry of land natural resources about land access deal with give an official.
3. Asset evaluates division. Evaluate problem and state-owned asset management department to communicate with respect to asset, the asset that finish evaluates a report, be opposite with the auditor Zhang, responsible asset evaluates the approve of the report.
Office of 4. international accountant. The financial audit during be in charge of issueing financial audit report, check endowment report, company to prepare reports, and administrative proposal book, undertake evaluating with respect to the built-in control circumstance of the company.
5. The lawyer outside churchyard. Responsible legislation fulfils his duty to investigate, issue state-owned equity to manage legal opinion book and joint-stock company to establish legal opinion book, assist an enterprise to change make law the problem is communicated with superintendency orgnaization, and protocol company rules, whether is the lawyer outside the condition accorded with the ground appears on the market outside the condition condition issue relevant law copy clerk.
6. Property evaluates division. If want the word that appears on the market in Hong Kong bourse, according to the requirement of Hong Kong bourse, need invites the property that Hong Kong carries out a qualification to evaluate division to be opposite appear on the market the property of the enterprise (land and building) undertake assessment, issue property to evaluate a report.
2, to the card outside the condition inspect is met or bourse offers application (listen dispatch) the enterprise is taking home to superintend an orgnaization to allow the concerns batch of article and lawyer to issue concerned law meaning that appear on the market defends postscript, can refer first time to file the material that appear on the market to the bourse outside the condition.

Trade to American negotiable securities committee (SEC) is registered

(One) registers a document fully
According to the United States " 1933 negotiable securities law " the enterprise issues negotiable securities to must undertake registered registering, hand over to SEC
Chinese ink is accused, release pertinent information exposure and this, refer namely register the manual that register. Register the manual that register to comprise by two parts: Book of raise capital by floating shares and register a manual, book of formal raise capital by floating shares can make clear registered become effective time, issue time, release valence and other and pertinent information; But what sign up for with Yu Shen at this moment is book of informal raise capital by floating shares, presswork with Gongmo, common says " red herring fish " (Preliminary Prospectus, ) of book of initial raise capital by floating shares, remind a reader this is informal Gui this. Its are main content includes: Cover, schematic, company, capital is cast to, allocate policy, equity to spread out lawsuit of layer of the discussion of layer of summary of thin, capitalization, financial data, management, management and main shareholder, law, negotiable securities introduction, summary.
The content that registers the manual that register includes: Bear its are the the negotiable securities that sells charge, trustee and the monetary reward that manage a layer, company to was not registered, closest trade circumstance and accessory and catalog of financial forms for reporting statistics.

(2) concerned regulation
In " 1933 negotiable securities law " and " negotiable securities traded 1934 law " in, specific provision basically is centered in S, K, S, in X and C byelaw.
1. S, K byelaw: Specific the content of the partial data outside setting to finance affairs is divided in registering the book that register.
2. S, X byelaw: Provide the content of financial report. Accountant should be familiar with S very much, X byelaw, the enterprise should fill in together with accountant the financial data that concern.
3. C byelaw. : Stipulate the program changes content. If register the move that when registering, follows, register detail of etc of the size of paper of the manual that register, amount.
4. Financial report releases: Aggrandizement S, the demand that shows to information of finance and economics in X byelaw.
5. SEC combines an accountant to report: Belong to compensatory sex data. Legal solid Wu appears on the market outside the understanding that explains SEC employee is spent to accountant Xuan and Chinese company condition

(3) fill in all sorts of form
The specific provision that registers the manual that register basically is reflected in S one 1 to S in one 18 form (among them some of serial number is not put in) . In all in S, L is the most important enrollment registers form. For handy for the purpose of, SEC accept one 1(dimensions is less than SB the negotiable securities of 10 million dollar) do not restrict) with dimensions of SB – 2(, of these two kinds of formats apply Geng to surround most extensive. S one 1 with SB one 1, SB – the distinction of 2 is as follows:

Project S, 1SB, 2 balance sheets of – of L, SB are the closest the accounting standard need that every time watch of increase and decrease, financial standing changes change of rights and interests of watch, shareholder expresses specification to should accord with SEC accords with balance sheet of 3 years accepted accounting principle (GAAP) , make clear individual financial standing and income analysis requirement to offer do not ask to offer do not ask to offer pay of layer of business of detailed description company, asset, management, main contract to ask to offer do not ask to offer do not ask to offer

– of S of form S-2, form 3 applying to is the appear on the marketing that issues a share the 2nd company
Form S-4: In the light of buy
Form S-6: In the light of the letter Yin invests a company
Form S-8: Be aimed at emission share and plan for right of worker stock option or gain
Form S-11: Be aimed at estate company and investment firm

When SEC is examining afore-mentioned enrollment to register file and form, to prove its authenticity and truly quality, return meeting requirement trustee to issue Davy normally. Content includes: Working experience, with plan to appear on the market of the company close , in the position that other company holds the position of, educational setting, ceng Can and the business that pass are organized, the lawyer that the company retained in 5 years in the past, accountant, the negotiable securities that in going 10 years, participates in distributes the work, closed with present management sufferring Yin in the past, individual monetary reward, what go or be about to undertake with the company is the company negotiable securities of place hold, all trade.

(4) refer register

1. Preparatory meeting
The first time the company that appear on the market, to perfect the content of manual of raise capital by floating shares, can choose to leave about personnel with SEC meet meeting, in order to get the following and specific guidance:
·Help firm perfects relevant document
·If why to inquire and consult handles law and accountant issue
·already some very not specific laws and regulations to SEC personnel to inquire and consult
·Make clear certain the specific item that may affect to registering the generation that register, after be being handed over with avoiding to register the report that register, await needlessly.
·Make the question and answer that has limit about special problem
Before the preparatory meeting, company and concerned intermediary if bear sell business, lawyer to answer has good issue reachs concerned material, so that be on the meeting,discuss with SEC personage.

2. Register formally
Hand over by the regulation when the company after registering the certificate that register, SEC has a special panel to handle, its personnel includes: Lawyer, accountant, analyst reachs industry expert, the requirement that they can register manual and SEC to registering whether conform to undertakes affirming, make to all information inside be checked thoroughly and confirm. The basis concerns a provision, register after registering the day that delivers oneself 20 days self-executing, but also have 20 days of become effective period automatic prolate clause. Below normal circumstance, general meeting is in the application person that register to hand over report hind first 4, the first opinion letter that 6 weeks receive SEC.

3. Opinion letter
After the enrollment that SEC refers to the company registers a specification to undertake checkup, can issue an opinion letter. Its basically show SEC member thinks how the company should revise book of raise capital by floating shares, make its more perfect, more truly. Its content basically includes:
·The company looks antecedent condition, business, product reachs a service how
·Already announced about all information of new product, include development, production, sale and rate of satisfaction matching carry out
·Whether do the setting that supervises a staff and experience have false composition to perhaps do not have overall exposure
·All correlation traded to whether be announced entirely
·The requirement undertakes explanatory to exposure of financial forms for reporting statistics and add risk element
·Manage a layer to analyse and be discussed to business sufficient

(5) modification report
The company should be believed according to the opinion of SEC, the enrollment that revises oneself registers a book, basically have the following form:
1. Defer revises a report: The enrollment that asks to lengthen 20 days registers failure period, register with avoiding to register
Invalidation.
2. Essence revises a report: Remedy a few flaw in registering the manual that register.
3. The price revises a report: Undertake affirming to issueing valence and final hair linage.

(6) SEC check
The information exposure that the purpose of check is proof company is appropriate, express with the means of correspondence or phone commonly
State oneself point of view, cent is means of nucleus of the following kinds of Xuan :
1. Defer check: If SEC thinks to register the office that the report that register can not visit completely, can send a Bedbug Lette, the proposal registers the person that register to remove recycle book to register, issue break down order otherwise.
2. Rough check: If SEC thinks to register the book that register to do not have too big question, the intermediary orgnaization of requirement company assumes corresponding legal responsibility.
3. Schematic check: SEC member undertakes giving directions with respect to narrow issue.
4. Final review a case in which a death sentence has been passed by a lower court: Have comprehensive review a case in which a death sentence has been passed by a lower court to registering the certificate that register by each expert in Xuan nucleus group,

(7) pass or break down command
If SEC gives out a requirement to suspend registering the command of become effective of the manual that register, show the company must not be issued appear on the market, break the law otherwise.
If SEC is incorrect,offer any opinions via revising the enrollment after to register a manual, make clear through, register the manual that register self-executing inside 20 days.

(8) NASQ check
Be in the United States, the company is registered register issue a share, still must get countrywide negotiable securities trades trade association (the approval of NASQ) . Its Xuan nucleus is main basis S, the content that K byelaw registers a manual to registering and bear the brokerage that sells business undertakes checkup, the purpose is understanding bear the brokerage that sells business is reasonable, in order to assure the benefit of broad public investor.

3, the way develops reach a price

The way develops reach its action
The way develops, english is Road Show, it is investor and negotiable securities publisher what promote a stock to be issued successfully below the condition that communicates adequately is important recommend a step. Basically show negotiable securities publisher is in before issueing, the ground acts to undertake to potential investor Zuo of make one's rounds recommends an activity in main road. Declare publicly will issue the value of negotiable securities, deepen the cognitive degree of investor, understand the investment intention of investor from which, discover demand and value locate, ensure the success of negotiable securities is issued.
Net start off acts, it is to show negotiable securities publisher and netizen have the activity of interactive communication through Internet. Pass real time, open, interactive the communication on the net, can make negotiable securities publisher shows the value that issues negotiable securities further on one hand, deepen the cognitive degree of investor, understand the investment intention of investor from which, undertake to investor doubt dispels doubts answering; Make of all kinds investor knows the intrinsic value of the enterprise and market fixed position on the other hand, understanding business provides the quality of personnel high, thereby more the investment value that judges a company truly.
Overseas stock market, stock publisher and bear the case that sells business to want to act according to the road will decide circulation, issue valence and issue an opportunity. Well-known, sohu issues a share in Nasidake when, it is a basis at that time circumstance, will be able to issue the ability after valence undertakes adjustment successful. Chinese UniCom is when raise capital by floating shares of our country Hong Kong, it is inchoate price is guarded quite, performed a circumstance to increase price of raise capital by floating shares according to the road again later. Of course, also have case that performs failure, for instance in the overseas financing of sea oil, in the road the investor in performing a procedure is mirrorred to the company cool, although the company announces cut dimensions lowers price of raise capital by floating shares, the market still does not have improvement, those who add concerned section have a difference of opinions, raise capital by floating shares plans to be forced to abandon, turn and await next opportunity. So, the effect that acts from the road often can see the success or failure that the stock issues.
Because the structure of the market participator of abroad and home is different, abroad basically is an orgnaization, new issue a company to be able to act to be communicated to it through the road, and in home, in small come loose a fresh troops that is security market, and existing the problem of information asymmetry. Accordingly, in home, net start off acts more important, more popular, it is implementation new issue company and in the efficient way that small investor has communication, will remove public opinion to supervise, aggrandizement information exposure, increase new an action that issues diaphaneity.

Fix a price
Finish below the price need help in intermediary orgnaization and analyst. International is new releasing a price is a process that commercializes highly. Below the premise that superintends competition of requirement and height of international capital market strictly what announce adequately in information, the price that buyers and sellers reachs finally is fair value. Specific for, price process appears on the market outside company condition main component is 3 phase: Fundamental analysis, market research and way develop a price.
The first phase is fundamental analysis, it is to point to plan to appear on the market the person protecting Jian of the enterprise or bear sell business to be investigated through fulfilling one's duty, research understands company current situation, solve historical existence problem together with the enterprise, mining future increases latent capacity, introduce new administrative system and mechanism, and strategy of development of business of Xuan calm future and plan (include to introduce strategic investor) . Recombine a process through this, company value gets reflecting promotion adequately, achieve the superintendency that appear on the market and exposure mark . On this foundation, bear the main essential factor of value of a variety of influence company future such as the business development foreground of company of the analysis that sell business and expression of prospective finance affairs, can make contrast than the company with the market. Consider environment of international capital market at the same time, to planning to appear on the market the appraise value of the enterprise makes an abecedarian forecast.
The 2nd phase is market research, namely bear sell business to plan to appear on the market to international investor introduction the investment story of the company and analysis of its appraise value, investor basis bear sell business recommend and oneself research, to the appraise of the company the value makes preliminary judgement, feedback bear sell business and publisher. If international investor recognizes the development perspective of the company, they may accept higher appraise cost; Conversely, acceptance appraise value will be inferior, reject to participate in subscribe to plan to appear on the market even the stock of the company.
The 3rd phase is the way develops a price, administrative layer undertakes with investor man-to-man way develops with final price. This is abroad the last level that releases price process, also be a the most important segment. To investor of a lot of orgnaization of line of sea minister of foreign affairs character, the ability that runs a layer and expression are company stock the assurance with long-term the basiccest rise in value. If manage a layer to recommend the effect good, investor aux will be able to is accepted in release the higher price in price interval, subscribe also is met more eagerly. If the condition allows, act in the road can rise even in the process issue price interval.
The United States is new issue price pattern to bid with accumulative total means is given priority to. The serious orgnaization investor on American security market has fund of provide for the aged, life-insurance fund, property insurance fund, joint fund, letter Yin fund, right foundation of bank of ministry of Yin of letter of fund, commercial bank, investment, university, charitable foundation, a few big companies also set the branch that technical responsible negotiable security invests. These orgnaization investor are mostly regard major servicing activity as the domain with security market, run opposite compasses Geng , familiar to security market. These orgnaization investor often are participated in new issue, the investment valuation that releases a company to differring compares truly. Because orgnaization investor quality is higher, the main basis that serves as a price with the quote of these orgnaization investor is relatively reliable. Of course American market is in new a business of the certificate in releasing a price use in the light of sell goods on a commission basis means bear sold pannikin also used fixed price to distribute kind, but seeing this from the actual condition of American security market is not new a main stream that publishs price pattern.

4, negotiable securities bear annul
Negotiable securities bear sell a type
Negotiable securities issues need bear the negotiable securities that sells business to issue publisher bear annul go out. And negotiable securities bear sell even if pass bear the new share put on sale that sells business to draft the company issue goes out.
Negotiable securities bear it is general and OK to sell cent is the following sort model:
1. By bear the category that sells negotiable securities can distribute the bond that issues for administration and local government bear annul, the bond of company subbranch of a bank and stock bear annul, the bond that foreign government issues bear annul, the negotiable securities that international finance orgnaization issues bear sell etc.
2. Issue means cent for illicit collect by negotiable securities bear sell and fair collect is issued bear annul. Fair collect is issued is to point to advocate certificate issues broad society community; Illicit collect is issued is to point to a negotiable securities to release the orgnaization investor with limited amount, wait like company of insurance company, fund. Illicit collect distributes kind general more use direct sale means, need not deal with Zuo to register formalities all right to office of negotiable securities government, because this is OK economic bear sell cost; And fair collect is issued should pass trival enrollment formalities, if be in the United States,the place administrative division that emission negotiable securities is selling negotiable securities is registered register, pass " blue sky law " (Blue, the requirement of Sky Laws) .
3. By bear those who sell an agreement is different can divide to have exclusive selling rights, sell goods on a commission basis. Negotiable securities sells goods on a commission basis is to point to negotiable securities of put on sale of investment bank acting publisher, return unsold negotiable securities publisher entirely bear sell kind. Negotiable securities has exclusive selling rights is to point to investment to the negotiable securities of bank general publisher is purchased entirely according to the agreement or be in bear annul period negotiable securities of the rest after will making work when the end buys a person by oneself entirely bear sell kind, normally, almost all bear annul is taken have exclusive selling rights means. Have exclusive selling rights means transfers the risk of publisher investment bank body enti