Core Viewpoint - The Green Shoe Option, formally known as the Over-Allotment Option, is a crucial tool granted by issuers to underwriters to stabilize post-IPO stock prices, protect investor confidence, and balance interests among parties involved [2][12]. Group 1: Basic Definition and Nature - The Green Shoe Option allows underwriters to over-allot shares up to 15% of the original offering size, enabling them to sell a total of 115% of the planned issuance [3]. - The option is exercised based on the stock price performance post-IPO, allowing underwriters to either buy shares from the secondary market or request additional issuance from the issuer [2][5]. Group 2: Core Authorization Parameters - The maximum over-allotment ratio is typically capped at 15% of the original offering size, as permitted by Nasdaq Rule 416(a) [3]. - The exercise period is generally within 30 days post-IPO, with some cases allowing an extension to 60 days under regulatory compliance [4]. Group 3: Exercise Scenarios and Operational Logic - If the stock price falls below the offering price, underwriters will buy shares at a lower price from the secondary market to fulfill obligations to investors, thereby stabilizing the stock price [5]. - Conversely, if the stock price rises above the offering price, underwriters can request an additional 15% of shares from the issuer, increasing total issuance and financing [6]. Group 4: Core Objectives - The Green Shoe Option serves as a "price stabilizer" for issuers, reducing the risk of post-IPO price drops and enhancing investor confidence [7]. - For underwriters, it allows them to fulfill their responsibility of stabilizing stock prices while maximizing their profits through price differences or commissions [8]. Group 5: Impact on Stakeholders - A price increase allows for an additional 15% in financing, while a price decrease maintains the original financing size and mitigates the risk of price drops [9]. - Underwriters benefit from price differences in passive exercises and earn additional commissions in active exercises, strengthening their relationship with issuers [9]. Group 6: Limitations and Disclosure Requirements - The over-allotment cannot exceed 15% of the original offering size to prevent excessive dilution of equity [10]. - The option must be exercised within 30 days post-IPO to avoid long-term market interference, and issuers must disclose the existence, ratio, period, and conditions of the Green Shoe Option in the prospectus [10]. Group 7: Origin and Name - The Green Shoe Option is named after Green Shoe Manufacturing Co., which was the first to widely use this mechanism during its IPO in 1963, establishing it as a standard clause in global IPOs [11]. Group 8: Key Numerical Review - Maximum over-allotment ratio: 15% - Exercise period: within 30 days post-IPO - Core objective: stabilize stock prices and enhance confidence [13]

Core Viewpoint - The role of the lead underwriter in a Nasdaq IPO is crucial, serving as the main intermediary responsible for coordinating various parties, ensuring compliance, and bearing significant responsibilities towards investors and the market [2][3]. Group 1: Main Responsibilities of Nasdaq IPO Lead Underwriter - The lead underwriter acts as a key hub connecting issuers, investors, exchanges, and other intermediaries, with core responsibilities spanning the entire IPO process, including pre-screening, valuation, regulatory filings, roadshow promotion, and investor allocation [2]. - Due diligence involves legal and compliance checks, financial and business verification, and ensuring adequate risk disclosure in the prospectus [2][4]. - The lead underwriter constructs valuation models using DCF and comparable company methods, designs the issuance structure, and manages the pricing coordination during the roadshow [2][3]. Group 2: Key Focus Areas of Nasdaq IPO Lead Underwriter - Compliance and legal responsibilities are paramount, ensuring adherence to regulations and protecting investor interests [3][4]. - The authenticity and completeness of information disclosure are critical to avoid potential legal repercussions and maintain market integrity [3][4]. - Continuous oversight post-IPO is necessary to assist the issuer in fulfilling ongoing disclosure obligations and addressing market concerns [3].

Core Points - The article discusses the requirements imposed by Nasdaq on foreign shareholders, focusing on transparency, compliance, lock-up periods, and information disclosure to ensure trust in the shareholder structure and adherence to U.S. securities regulations [2][3] Group 1: Definition and Classification of Foreign Shareholders - Nasdaq defines "foreign shareholders" as shareholders who are non-U.S. residents or non-U.S. registered entities, including foreign individual investors, institutional investors (such as sovereign wealth funds, pension funds, hedge funds, commercial banks), foreign governments or their agencies, and offshore registered companies [4] Group 2: Key Requirements - **Equity Structure and Information Disclosure**: Companies must fully disclose information about foreign shareholders to ensure investors understand the equity distribution and potential conflicts of interest [2] - **Lock-up Period**: Major shareholders, including foreign shareholders, must adhere to a 6-month lock-up period post-IPO, which may extend to 12 months in certain cases, to stabilize stock prices and prevent market volatility from large sell-offs [2] - **Compliance**: Foreign shareholders must comply with anti-money laundering (AML) regulations and foreign exchange controls when opening accounts through U.S. brokers or depositary banks [3] Group 3: Disclosure Requirements - Major shareholders must disclose their identities and shareholdings in the S-1 filing and annual reports (10-K), including the top ten shareholders and any foreign shareholders holding 5% or more of the company’s shares [4] - Special disclosures are required for foreign government or sovereign wealth fund shareholders regarding their political connections and investment intentions [4] - If foreign shareholders engage in related-party transactions, these must be disclosed in the 10-K, detailing transaction amounts, terms, necessity, and financial impact [4] Group 4: Voting Rights and Taxation - Foreign shareholders can exercise voting rights through U.S. depositary banks (ADR depositary) or directly via brokers, with tax implications on dividends subject to U.S. withholding tax based on tax treaties [5] Group 5: Control Changes and ADR Holders - If a foreign controlling shareholder sells a significant number of shares leading to a change in control, Nasdaq's rules on control changes must be followed, including notifying Nasdaq and disclosing the reasons for the change [5] - For companies listed via American Depositary Receipts (ADR), specific requirements apply to the disclosure of ADR structures and major ADR holders [5] Group 6: Summary of Core Requirements - Nasdaq's core requirements for foreign shareholders emphasize transparency, compliance, and stability, necessitating that foreign shareholders understand U.S. capital market rules and cooperate with companies and intermediaries to ensure a smooth IPO process and protect their interests [5]

Group 1: Core Value of Cornerstone Investors - Cornerstone investors focus on the long-term value of a company's fundamentals, emphasizing sustainable profitability and core competitiveness [2] - They prioritize the clarity and scalability of the business model, as well as the financial health and profit outlook of the company [2][4] Group 2: Industry Outlook and Competitive Landscape - The Nasdaq market favors high-growth industries such as technology, biotechnology, new energy, and consumer technology, with cornerstone investors assessing industry ceilings and growth potential [3] - Companies' competitive positions and the regulatory risks they face are also critical factors for cornerstone investors [3] Group 3: Valuation and Market Expectations - Cornerstone investors evaluate whether the offering price reflects the company's true value, considering valuation benchmarks and market sentiment [5] - They also assess the future capital operation space, including any refinancing plans and whether the current valuation allows for future appreciation [5] Group 4: Management Team and Governance Structure - The background of the founding and management team is crucial, with investors examining their execution capabilities and the transparency of the governance structure [6][8] - The alignment of interests between management and the company’s long-term goals is also a key consideration [6] Group 5: Strategic Synergy and Resource Empowerment - Some cornerstone investors, particularly strategic institutions, focus on potential business synergies and the ability to provide customer resources, technical collaboration, or market channel support [9] Group 6: Risk Mitigation and Exit Strategies - Despite lock-up periods, cornerstone investors evaluate potential risks and exit strategies, including down-side risk protection and future liquidity of the company's stock post-IPO [9]

Core Points - The article emphasizes the critical role of issuing lawyers in the NASDAQ IPO process, ensuring compliance with U.S. securities regulations and managing legal risks throughout the IPO lifecycle [2][4]. Group 1: Legal Due Diligence - Issuing lawyers conduct comprehensive due diligence to identify potential legal issues and propose solutions, which is foundational for the IPO process [3]. - They review the company's establishment, ownership structure, and past financing or acquisition legality, ensuring compliance with relevant regulations [3]. Group 2: Document Preparation and Review - Lawyers are responsible for drafting, revising, and finalizing key legal documents for the IPO, ensuring accuracy and adequate risk disclosure [2][3]. - They verify the contents of the prospectus (S-1 form), ensuring compliance with SEC requirements regarding materiality and accuracy [3]. Group 3: Regulatory Communication - Issuing lawyers act as a bridge between the company and the SEC/NASDAQ, managing regulatory feedback and facilitating the registration process [2][4]. - They respond to SEC inquiries regarding the S-1, ensuring that the company provides sufficient data and modifies disclosures as needed [3]. Group 4: Coordination Among Stakeholders - Lawyers coordinate with various parties involved in the IPO, including investment banks, accountants, and public relations firms, to streamline the listing process [2][4]. - They ensure consistency in the legal aspects of the prospectus and negotiate responsibilities in underwriting agreements [2]. Group 5: Risk Management - Lawyers anticipate potential legal risks and propose avoidance strategies to prevent obstacles during the IPO or subsequent litigation [4]. - They design compensation mechanisms in the prospectus to clarify responsibilities in case of historical violations leading to investor losses [4]. Group 6: Post-IPO Transition - After the IPO, lawyers assist the company in transitioning from a private to a public entity, ensuring ongoing compliance with regulatory requirements [4]. - They support the management in preparing for investor relations and addressing any historical issues that may affect stock stability [4].