Core Viewpoint - The initial public offering (IPO) of Seres Automotive faced significant challenges, including a sharp decline in stock price on its debut, reflecting a disconnect between market expectations and the company's valuation based on future risks [1][2][6]. Group 1: IPO Performance - Seres Automotive raised 14 billion HKD in its IPO, marking the largest IPO for a car company in Hong Kong this year [1]. - On its first trading day, the stock price dropped nearly 10%, leading to a market capitalization loss of over 20 billion HKD [1]. - Despite a significant oversubscription of 133 times from retail investors, institutional investors showed caution, purchasing only slightly more than half of the planned shares [1][5]. Group 2: Valuation Issues - The IPO pricing was based on a discount to the A-share market price, which was deemed inappropriate by institutional investors who focus on intrinsic value rather than relative pricing [3][4]. - The reliance on a potentially inflated A-share price as a benchmark led to a perception of the IPO price as excessively high [4][6]. - The valuation logic collapsed as the company transitioned from a "story-driven" to a "fundamentals-driven" assessment, revealing a disconnect between market expectations and actual performance [7][11]. Group 3: Financial Performance - For the first three quarters of 2025, Seres reported a mere 3.7% year-on-year revenue growth, signaling a potential peak in growth [12]. - The company's net profit declined by 1.7% in the third quarter, raising concerns about its profitability and operational efficiency [12]. - The projected price-to-earnings (P/E) ratio of 26.5 times at the IPO was significantly higher than the average of 13.6 times for traditional car companies in Hong Kong, leading to skepticism among investors [13][14]. Group 4: Strategic Dependence - Seres' heavy reliance on its partnership with Huawei has created strategic vulnerabilities, as the company has not developed its own core competencies [21][24]. - The shift in market perception from being a unique partner of Huawei to one among many competitors has diminished its valuation appeal [25][28]. - The uncertainty surrounding the future of the partnership with Huawei has led to increased risk premiums in the company's valuation [33]. Group 5: Market Dynamics - The activation of the "green shoe" mechanism by underwriters to stabilize the stock price indicated a lack of confidence in the stock's ability to maintain its initial price without intervention [34][36]. - The Hong Kong market's rationality and focus on performance metrics mean that any slowdown in growth or profitability will be harshly penalized [36][40]. - To regain market confidence, Seres must demonstrate a clear path to reducing its dependence on Huawei and improving its financial performance [38][40].

Core Viewpoint - The article discusses the strategic move of Shouchao Securities to pursue an H-share listing in Hong Kong, highlighting its importance in the context of increasing competition in the domestic brokerage industry and the need for differentiation among smaller brokerages [1][5]. Group 1: Listing Strategy - Shouchao Securities has submitted its H-share listing application to the Hong Kong Stock Exchange, marking a significant step in its internationalization strategy [1][3]. - The company has appointed four major underwriters for the IPO, indicating its commitment and strong channel mobilization capabilities [1]. - The strategic intent behind the IPO includes enhancing capital strength and risk resilience, as well as expanding cross-border business to serve Chinese enterprises going abroad and overseas capital investing in Chinese assets [1][4]. Group 2: Financial Performance - Shouchao Securities has seen its market capitalization double within three years, with its stock price rising from 10.18 yuan at its debut to 21.26 yuan, resulting in a market cap of 581 billion yuan as of October 2025 [7][9]. - The company has achieved steady revenue growth, with operating income increasing from 931 million yuan in 2017 to 2.418 billion yuan in 2024, a nearly 160% increase [9]. - In terms of profitability, Shouchao Securities ranks fifth and tenth among A-share listed brokerages for revenue and net profit compound annual growth rates from 2022 to 2024, respectively [9]. Group 3: Business Focus - The IPO proceeds are primarily aimed at supporting the development of asset management and investment businesses, as well as enhancing IT and technology investments for digital transformation [10][11]. - The investment business has become a major growth driver, with revenue from this segment reaching 819 million yuan in the first half of 2025, a 56.07% year-on-year increase [10]. - The asset management business, despite a decline in performance in the first half of 2025, has shown a compound growth rate of 15.8% from 2022 to 2024, with assets under management reaching 165.5 billion yuan [11].

Group 1 - Nasdaq serves as a leading financing platform for growth-oriented companies, emphasizing a market-driven, flexible, and transparent IPO issuance mechanism tailored for SMEs and innovative enterprises [2] - The primary issuance method for Nasdaq IPOs is bookbuilding, led by underwriters who collect orders from institutional investors to determine the offering price and share allocation [2][4] - The pricing mechanism is based on market negotiation and demand orientation, focusing on matching supply and demand rather than administrative designation [3] Group 2 - The underwriting model predominantly utilizes firm commitment, accounting for over 90% of IPOs, with a minority using best efforts [4][5] - Under the firm commitment model, underwriters are incentivized to ensure successful issuance and enhance investor confidence through roadshows and pricing optimization [5] Group 3 - Nasdaq categorizes its market into three tiers with varying listing standards to accommodate companies at different stages, from startups to mature firms [6][7][8] - The Global Select Market has the strictest requirements, including a minimum net profit of $11 million or revenue of $150 million over the past three years, and a market capitalization of at least $850 million [6] - The Global Market has moderate standards, requiring a minimum net profit of $7.5 million or revenue of $50 million, or a market cap of at least $300 million with additional liquidity requirements [7] - The Capital Market is the most flexible, allowing companies with at least $5 million in shareholder equity or revenue to list, accommodating early-stage firms [8] Group 4 - Nasdaq mandates strict and transparent information disclosure throughout the IPO process and post-listing to protect investor interests [9] - The SEC and Nasdaq jointly oversee information disclosure, imposing significant penalties for false statements or omissions [9] Group 5 - The investor structure on Nasdaq is predominantly institutional, comprising approximately 70%-80% of the market, which enhances market stability and liquidity [10] - Nasdaq's average daily trading volume exceeds 10 billion shares, reducing investment costs for institutions [10] Group 6 - Nasdaq employs a green shoe option, allowing underwriters to allocate up to 15% additional shares within 30 days post-issuance to stabilize stock prices [11][14] - The lock-up period for major shareholders and insiders is typically 180 days, preventing short-term sell-offs that could lead to stock price declines [16] Group 7 - Nasdaq's IPO mechanism is designed to support growth-oriented companies by balancing the financing needs of issuers with investor risk protection, allowing quality growth firms to access capital at reasonable costs [16] - Compared to the NYSE, Nasdaq focuses more on innovative and technology-driven companies with more flexible listing standards, while the NYSE tends to favor mature enterprises [16]

Core Viewpoint - The recent listing of Changjiang Sanxing Energy Technology Co., Ltd. on the Beijing Stock Exchange has seen significant first-day trading performance, reflecting strong investor interest in new stocks in the market [1][4]. Group 1: Company Performance - Changjiang Sanxing Energy Technology Co., Ltd. opened with a 294% increase, reaching a peak price of 21.96 yuan before closing with a 254.03% gain [1]. - The company issued 30 million shares at an initial price of 5.33 yuan per share, raising a total of 160 million yuan [1]. - For 2024, the company is projected to achieve revenues of 314 million yuan and a net profit of approximately 49.16 million yuan [1]. Group 2: Market Trends - The average first-day increase for new listings on the Beijing Stock Exchange in September was nearly 4 times, with a recent average increase of 297% for the last five new stocks [2]. - The average first-day increase for 16 companies listed on the Beijing Stock Exchange as of October 10, 2023, was 336%, significantly higher than in 2024 [2]. - The top three companies with the highest first-day increases in 2024 were Sanxie Electric Motor, Tongguan Mining Construction, and Fangzheng Valve, with increases of 785.62%, 731.41%, and 518.23%, respectively [2]. Group 3: Investor Sentiment - The high first-day returns have led to increased enthusiasm among investors for participating in new stock offerings on the Beijing Stock Exchange [4]. - Average online subscription funds reached 607.9 billion yuan in the first nine months of the year, with September averaging 724.8 billion yuan [5]. - The average online subscription limit for individual accounts has significantly increased, indicating heightened competition for new stock offerings [5]. Group 4: Future Outlook - Analysts expect the pace of IPOs on the Beijing Stock Exchange to continue accelerating, supported by a rich pipeline of projects awaiting issuance [6]. - As of October 10, 2023, there are 15 companies that have passed the review but have not yet issued shares, with an average intended fundraising amount exceeding 200 million yuan per company [6]. - The market's active trading environment is seen as a foundation for the sustainability of regular new stock issuances [6].

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]

Group 1 - The core process of Nasdaq IPO pricing involves balancing the company's financing needs, investor risk-return expectations, and market liquidity to determine an acceptable issuance price [2] - The IPO pricing process is divided into five main stages: preparation, valuation and price range setting, roadshow and bookbuilding, pricing decision, and stock allocation and listing [2][7] Group 2 - The initial preparation stage includes selecting underwriters and conducting due diligence, which covers financial, business, and legal aspects to ensure transparency and mitigate risks [6] - Valuation analysis employs various methods such as discounted cash flow (DCF), comparable company analysis, and recent private funding rounds to establish an initial price range [6][7] Group 3 - The roadshow serves as a critical link between the company and investors, where management's ability to communicate effectively can influence investor confidence and demand [8] - Bookbuilding involves accurately collecting and processing investor orders to reflect true market demand, which informs the final pricing decision [9] Group 4 - Market conditions play a significant role in IPO pricing, with factors such as recent market performance, industry trends, and interest rates affecting investor sentiment and pricing strategies [10][13] - The Nasdaq emphasizes liquidity considerations, where companies with higher liquidity can command better pricing due to easier trading conditions [10] Group 5 - Adequate information disclosure is essential, as strict requirements ensure that investors have access to relevant financial data and risk factors, influencing their valuation adjustments [11] - Pre-IPO investors can impact the public offering price through their terms and the demand they generate, which can lead to price adjustments based on market conditions [12][14] Group 6 - The green shoe option allows underwriters to stabilize stock prices post-IPO by enabling them to sell additional shares if demand is high or buy back shares if prices fall [15] - Successful IPO pricing reflects a balance of company value and market demand, with outcomes ranging from meeting or exceeding initial price ranges to postponing or canceling offerings due to insufficient demand [16]

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 Logic and Regulatory Basis - The lock-up period is not unique to NASDAQ but is based on regulations from the SEC (such as Rule 144 and Rule 145) and NASDAQ's listing rules (like Listing Rule 5635) [2][3] - The primary purpose is to stabilize stock prices, prevent short-term selling pressure, and protect investor confidence by restricting resale of shares by certain parties [2] Main Applicable Entities and Lock-Up Duration - Affiliates (company insiders) face a 180-day lock-up period starting from the first day of trading, which is the strictest requirement [3][4] - Non-affiliate early investors have a 6-month holding period plus restrictions under Rule 144 [5][8] - Underwriters (investment banks involved in the IPO) have a 30-day lock-up period from the first day of trading, which is the shortest [9][11] Special Circumstances - SPAC sponsors typically have a lock-up period of 12-24 months, while shares released to public shareholders from the trust account have no lock-up period [12][13] - In direct listings, there is no underwriter lock-up period, but company insiders still adhere to the 180-day lock-up rule [12][13] Post-Lock-Up Resale Restrictions - Even after the lock-up period ends, both affiliates and non-affiliates must comply with SEC Rule 144, which includes a 6-month holding requirement and resale limitations [12] Consequences of Violating Lock-Up Period - NASDAQ may impose penalties such as trading suspension, public reprimand, or delisting for violations [12] - Legal liabilities may arise if violations lead to investor losses, potentially resulting in civil lawsuits [12] - A record of violations can damage the market reputation of the company and its insiders [12] Summary of Key Conclusions - Affiliates face a 180-day lock-up period, the strictest requirement [12] - Non-affiliate early investors must meet a 6-month holding period plus resale restrictions [12] - Underwriters have a 30-day lock-up period, the shortest [12] - Resale must comply with Rule 144 even after the lock-up period ends [12] - Special entities like SPAC sponsors have longer lock-up periods as defined by agreements [12]

Core Viewpoint - The Hong Kong stock market has been active this year, with total fundraising exceeding HKD 100 billion in the first half, surpassing Nasdaq to become the world's leading market for IPOs. However, many companies struggle with the complexities of the Hong Kong listing process, especially those new to it [1]. Pre-Listing Preparation Phase - The preparation phase includes five key tasks: organizing and reviewing necessary financial information, determining target capital structure, clarifying and standardizing the equity structure and corporate governance of the listing entity, establishing the composition and governance mechanism of the board of directors, and reviewing management compensation and employee incentive plans [2]. Listing Execution Phase - The execution phase consists of three main steps: holding a kick-off meeting, drafting the prospectus, and submitting the listing application. After the kick-off meeting and completion of the prospectus, the formal application process begins. The typical IPO process in Hong Kong includes: submission → hearing → roadshow → offering → announcement of allocation results → listing [4]. Submission - The company appoints sponsors and other intermediaries to conduct due diligence and draft the prospectus, then submits the listing application to the Stock Exchange of Hong Kong, pays relevant fees, and schedules a hearing date. Investors can access the initial version of the prospectus on the disclosure website to understand the company's profile, industry background, and historical development [5]. Hearing - The Stock Exchange conducts a comprehensive review of the application materials. Passing the hearing indicates that the company is about to enter the offering stage, and investors should prepare their accounts and funds. The company will also publish a revised prospectus on the disclosure website, supplementing any additional information required by the exchange [6]. Roadshow - After the listing application is approved, the company collaborates with sponsors and financial public relations to conduct a roadshow, typically lasting about one week. The roadshow includes non-public, analyst, and global presentations aimed at detailing the company's performance, products, and development strategy to attract cornerstone investors and enhance market confidence [7]. Offering - The IPO share allocation consists of international placement and public subscription, with an initial ratio of 90% to 10%, and a mechanism for adjusting this ratio based on demand [8]. Allocation Results Announcement - Approximately seven days after the offering ends, the company announces the allocation results, including final pricing, oversubscription multiples for public and international placements, and whether the greenshoe option is activated. Retail investors typically check their allocation status through brokers [10]. Dark Trading - Dark trading occurs off-exchange on the trading day before listing, from 16:15 to 18:30, and is conducted through certain brokers' internal systems rather than the Stock Exchange [11]. Listing - The company officially lists on the Stock Exchange, and its shares begin trading, allowing investors to buy and sell freely. The time frame for this process can vary from 1 to 6 months [12]. Post-Listing Support - After listing, the company enters a post-listing support phase, typically utilizing the greenshoe mechanism. Major shareholders lend up to 15% of the issuance size to underwriters, who can repurchase shares to support the stock price if it falls below the offering price. If the stock price rises significantly, underwriters can exercise the over-allotment option to request the company to issue up to an additional 15% of shares. This option is generally exercised within 30 days of the prospectus release, after which the stock price will fluctuate freely in the market [14].

Core Viewpoint - The Hong Kong stock market has seen a surge in fundraising, surpassing HKD 100 billion in the first half of the year, becoming the world's leading market for IPOs, but many companies face challenges due to unfamiliarity with the listing process and regulations [1] Group 1: Pre-Listing Preparation - The preparation phase consists of five main tasks: gathering necessary financial information, determining target capital structure, reviewing the equity and governance structure of the listing entity, establishing governance structure and board members, and reviewing management compensation and employee incentive plans [1] Group 2: Execution Phase - The execution phase is divided into three main steps: holding a kickoff meeting, drafting the prospectus, and submitting the listing application [2] Group 3: IPO Process Overview - The IPO process in Hong Kong includes the following steps: submission of application, hearing, roadshow, public offering, announcement of allocation results, and listing [3] Group 4: Submission Process - The company appoints sponsors and other advisors to conduct due diligence and assist in preparing the prospectus, which is then submitted to the Hong Kong Stock Exchange along with the IPO fees and a scheduled hearing date [5] Group 5: Hearing Process - The hearing is a comprehensive evaluation of the application materials by the Stock Exchange. Passing the hearing indicates that the company is close to the subscription date, allowing investors to prepare their accounts and funds [6] Group 6: Roadshow - After the hearing, the company and its sponsors conduct a series of promotional activities known as roadshows, which typically last about one week and include three sessions: a non-public roadshow, an analyst roadshow, and a global roadshow [7] Group 7: Public Offering - The public offering consists of "international placement" and "public subscription," usually accounting for approximately 90% and 10% of the total new shares issued, respectively [8][10] Group 8: Allocation Results - Approximately seven days after the public offering period, the company announces the allocation results, including final pricing, oversubscription rates, and cornerstone investor participation [11] Group 9: Dark Trading - Dark trading occurs in an off-exchange market for new stocks before their official listing, typically held on the trading day before the listing [12] Group 10: Post-Listing Support - After listing, companies enter a post-listing support phase, where major shareholders may lend shares to underwriters to stabilize the stock price, utilizing mechanisms like the green shoe option [14][15] Group 11: Course Offerings - The article mentions a course that provides a systematic breakdown of the Hong Kong listing process, covering practical insights and real case studies [17][23][24]