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【锋行链盟】纳斯达克IPO保荐人(主承销商)职责及核心要点
Sou Hu Cai Jing· 2025-10-05 21:33
在纳斯达克IPO中,"保荐人"这一角色通常由主承销商(Lead Underwriter)承担(美国市场未明确使用"保荐人"术语,更强调 承销商的法律责任)。主承销商是IPO的核心中介机构,负责协调各方、确保发行合规,并对投资者和市场承担重要责任。以下 从职责范围和核心要点两方面展开说明: 一、纳斯达克IPO主承销商(保荐人)的主要职责 主承销商是连接发行人、投资者、交易所及其他中介机构的关键枢纽,核心职责贯穿IPO全流程: 1. 前期筛选与立项评估 3. 估值定价与发行方案设计 4. 文件编制与监管申报 5. 路演推广与投资者配售 主承销商的责任贯穿始终,以下为核心关注领域: 1. 合规性与法律责任 来 2. 信息披露的真实性与完整性 3. 投资者利益保护 4. 市场风险控制 发行人适配性分析:评估企业是否符合纳斯达克上市标准(如全球精选市场的财务指标、流动性要求、公司治理等),判 断业务模式的可持续性、市场竞争力及潜在风险。 战略匹配度:结合自身客户资源、行业经验,决定是否参与承销,并与企业协商承销方式(包销/代销)、发行规模、费 用结构等核心条款。 2. 尽职调查(Due Diligence) 法律与合规 ...
【锋行链盟】纳斯达克IPO后锁定期核心要点
Sou Hu Cai Jing· 2025-10-03 16:23
纳斯达克IPO后的锁定期(Lock-up Period)是指公司内部人、早期投资者或承销商在公司上市后一定期限内不得转售所持股份 的规定,核心目的是稳定股价、防止短期抛售压力、保护投资者信心。以下是其核心要点的系统梳理: 一、锁定期的核心逻辑与监管依据 锁定期并非纳斯达克独有的规则,而是基于美国证券交易委员会(SEC)的法规(如Rule 144、Rule 145)和纳斯达克交易所的 上市规则(如Listing Rule 5635)共同约束的结果。其本质是通过限制特定主体的股份转售,避免上市初期市场供给突然增加导 致股价暴跌。 二、主要适用主体及锁定期时长 纳斯达克的锁定期要求因主体身份(是否为公司关联方)和股份来源(是否为受限证券)而异,核心分类如下: 1. 公司关联方(Affiliates):180天锁定期(最严格) 适用主体: 锁定期: 从IPO上市首日(First Day of Trading)起算,180天内不得转售所持股份(包括IPO前持有的股份和IPO中认购的新股)。 依据: 纳斯达克Listing Rule 5635(a)明确规定,关联方的受限证券(Restricted Securities)在 ...
内地企业赴港IPO前的准备工作及上市申报、发行流程一览
Sou Hu Cai Jing· 2025-09-24 07:21
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].
内地企业赴港IPO前的准备工作及上市申报、发行流程一览
梧桐树下V· 2025-08-29 03:07
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]
“绿鞋机制”早晚给REITs穿上
Xin Lang Cai Jing· 2025-08-27 15:04
Core Viewpoint - The Green Shoe Option, also known as the overallotment option, is a mechanism used in IPOs to stabilize stock prices and protect the interests of investors and issuers [1]. Group 1: Definition and Purpose - The Green Shoe Option is a "price stabilizer" for approximately 30 days [6]. - Its core function is to adjust the supply of shares to mitigate significant price fluctuations after a new stock listing [1][3]. Group 2: Operational Mechanics - If the stock price exceeds the issue price, underwriters can request the issuer to issue additional shares (exercise the Green Shoe Option) [2]. - In the initial listing period (usually within 30 days), the lead underwriter aims to stabilize the stock price and prevent it from falling below the issue price by purchasing shares in the secondary market if the price drops [7][10]. - Conversely, if the stock price rises, the underwriter can issue more shares to increase supply and suppress the price [11]. Group 3: Financial Aspects - The funds for this operation come from the overallotment during the IPO, which allows for selling 15% more shares than originally planned, and these funds are locked for market stabilization [9]. - Ultimately, regardless of price movements, underwriters can perfectly settle all shares, earn underwriting fees, and stabilize the stock price, achieving a win-win for issuers, investors, and underwriters [11].
2025香港上市全周期关键资料清单​
梧桐树下V· 2025-08-22 12:41
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 hearing date [5]. Group 5: Hearing Process - The hearing is a comprehensive evaluation of the application materials by the Stock Exchange. Once approved, the company can prepare for the subscription date [6]. Group 6: Roadshow - After the hearing, the company, along with its sponsors and financial public relations, conducts a series of promotional activities known as roadshows, which typically last about one week [7]. Group 7: Public Offering - The public offering consists of two parts: "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 Announcement - Approximately seven days after the public offering period, the company announces the allocation results, including final pricing and subscription oversubscription rates [11]. Group 9: Dark Pool Trading - Dark pool trading occurs before the official listing, allowing for off-exchange trading of new shares [12]. Group 10: Post-Listing Support - After listing, the company enters a post-listing support phase, where major shareholders may lend shares to underwriters to stabilize the stock price [14][15]. Group 11: Green Shoe Mechanism - The green shoe mechanism allows underwriters to buy back shares to support the stock price if it falls below the offering price, or to issue additional shares if the price rises significantly [15][17].
IPO保荐人与承销商:到底谁在主导企业IPO上市?
Sou Hu Cai Jing· 2025-08-11 10:24
Group 1 - The article discusses the roles and responsibilities of IPO sponsors and underwriters in the Hong Kong IPO process, clarifying their collaboration and distinctions [1][3]. - IPO sponsors are described as the "chief engineers" of the listing process, responsible for due diligence, drafting the prospectus, regulatory communication, and ongoing compliance supervision for at least two years post-listing [3][8]. - Major IPO sponsors in Hong Kong include international investment banks like Goldman Sachs and Morgan Stanley, as well as Chinese securities firms like CICC and CITIC [3]. Group 2 - Underwriters are characterized as the "sales force" for the stocks, focusing on pricing, distribution, and ensuring successful fundraising during the IPO [4][5]. - Key functions of underwriters include determining the issue price through book building, stabilizing the stock price post-listing using the green shoe option, and covering a wide range of investors [6][7]. - The article notes that large IPOs often involve multiple underwriters, categorized into global coordinators, book managers, and joint lead managers [7]. Group 3 - The article outlines the different phases of the IPO process, indicating that sponsors lead during the preparation phase, while underwriters take a more prominent role during the pricing phase [8][9]. - After the listing, sponsors continue to oversee compliance, while underwriters may provide additional financing services [10]. - The collaboration between sponsors and underwriters is essential for the success of an IPO, with each playing a distinct yet complementary role [10].
Moneta外汇:Cirsa即将上市 引发市场关注
Sou Hu Cai Jing· 2025-07-02 09:37
Group 1 - Cirsa, a Spanish gaming company controlled by Blackstone, has launched an IPO that has garnered significant attention in global capital markets, being considered one of the most notable IPOs in Spain for 2025 [1] - The IPO was officially opened to investors on July 3 and is set to close on July 7, with shares expected to be allocated on the same day and trading to commence on July 9 [1] - Cirsa aims for a valuation target of €2.52 billion (approximately $2.97 billion) with an expected issuance size between €453 million and €521 million [1] Group 2 - The IPO includes a greenshoe option, allowing for additional share issuance if market demand is strong, providing flexibility for Cirsa to expand its financing [6] - The offering also involves the transfer of shares from existing shareholders, indicating a proactive approach to capital structure adjustments by the company and its investors [6] - The underwriting syndicate consists of major financial institutions including BBVA, Jefferies, Mediobanca, Société Générale, and UBS, ensuring liquidity and strong participation from international investors [6] Group 3 - Cirsa is the largest casino operator in Spain and has expanded its operations into Italy, Morocco, and various Latin American markets, with recent expansions into Portugal and Puerto Rico [6] - The successful IPO of Cirsa is expected to boost market sentiment in Spain, which has not seen large IPOs for several months, potentially revitalizing the capital market [6] - The IPO is seen as a reflection of the recovering European capital market, positively influencing investor sentiment in the Eurozone [7]
十年一遇的港股打新机会!一文说清楚你需要知道的事项,建议收藏
Ge Long Hui· 2025-06-17 12:02
Group 1 - The Hong Kong stock market has seen a surge in investment opportunities this year, with a notable increase in IPO activities, as evidenced by a 720% increase in fundraising in the first five months [1] - As of June 16, 31 new stocks have been listed in Hong Kong this year, with 18 experiencing positive returns on their first trading day, while 9 stocks faced a decline, resulting in a 29% failure rate, which is a significant decrease compared to the previous two years [1] - The stock "Ying En Biological" recorded a remarkable first-day increase of 116.7%, indicating potential profits of around HKD 10,000 for investors who subscribed to one lot [1] Group 2 - As of May 30, there are 158 companies in the "processing" status for IPO applications, with approximately 60 companies announcing or applying for dual listings in both A and H shares [2] - The recent strong performances of companies like CATL, 恒瑞医药, and 吉宏控股 have attracted significant attention and investment in A+H new stocks [2] Group 3 - The IPO process in Hong Kong requires investors to have a Hong Kong bank account and a securities account, as A-share accounts cannot participate in Hong Kong IPOs [6] - The typical IPO process involves a 30-day period for the company to open the subscription process after passing the Hong Kong Stock Exchange hearing, with the subscription period lasting 3 to 6 days [7] - The distribution mechanism for public offerings divides investors into two groups: Group A (small investors) and Group B (large investors), with shares allocated equally between the two groups [13] Group 4 - The "return mechanism" allows for a portion of shares initially allocated to international placements to be reallocated to public offerings when demand is high, which can significantly increase the chances of winning shares for retail investors [9] - Historical data shows that companies with a "return mechanism" tend to perform better on their first trading day, with a lower failure rate [10][11] Group 5 - The average subscription multiple for new stocks in Hong Kong has reached 148 times this year, the highest since 2019, indicating strong market interest [21] - Factors influencing the success of IPOs include the reputation of the underwriter, the presence of cornerstone investors, and the green shoe mechanism, which helps stabilize stock prices post-IPO [20][21]
一文读懂企业纳斯达克IPO需聘请各中介机构(名单、收费标准、工作内容)
Sou Hu Cai Jing· 2025-04-22 10:58
Group 1 - The intermediary system for NASDAQ IPOs is crucial for connecting local operations with international capital markets, directly impacting the success rate and financing efficiency of listings [1] - Key intermediary institutions include investment banks, law firms, accounting firms, depositary banks, market makers, and public relations and investor relations consultants [1][27] - The article provides a comprehensive analysis of the roles, service offerings, fee structures, and selection strategies of these intermediaries, along with practical guidelines for 2025 market dynamics [1] Group 2 - Investment banks play a vital role in valuation pricing, roadshow strategies, and risk hedging, with underwriting fees ranging from 5-7% for amounts less than $100 million and 3-5% for amounts greater than $500 million [2][40] - Law firms are responsible for cross-border compliance, including VIE structure reviews and data security, with fixed fees between $500,000 and $2 million depending on complexity [3][4][40] - Accounting firms focus on financial restructuring and internal control establishment, charging between $500,000 and $1.5 million based on revenue [7][10][40] Group 3 - Depositary banks facilitate the issuance of American Depositary Receipts (ADRs) and cross-border settlements, with fees ranging from $50,000 to $200,000 [12][15][40] - Market makers manage liquidity and crisis response, charging annual fees between $100,000 and $500,000 [17][20][40] - Public relations and investor relations consultants assist in brand building and crisis management, with service fees ranging from $200,000 to $1 million [22][25][40] Group 4 - The overall fee structure for intermediaries in the IPO process can range from $200,000 to $600,000, accounting for 8-15% of the total financing amount [40] - Cost optimization strategies include selecting boutique investment banks for smaller fundraising and splitting auditing tasks to save costs [41] - The selection of intermediaries should consider industry expertise, regional experience, and crisis management capabilities [42][44] Group 5 - The intermediary system for NASDAQ listings exhibits a dual characteristic of "international rules + local adaptation," requiring firms to navigate both global standards and local regulatory environments [47][48] - Companies should prioritize intermediaries with capabilities that blend Western and Chinese practices to ensure compliance and efficiency in the IPO process [49]