What is a listed underwriter?

The lead underwriter refers to a securities business institution that specializes in underwriting or leading the underwriting syndicate to issue shares. Internationally, the lead underwriters are generally commercial banks (Britain), investment banks (America) and large securities companies with good reputation and strength. In China, it is generally held by qualified securities companies or trust and investment companies engaged in securities business.

The lead underwriter is the most important intermediary agency hired by the stock issuer. It is not only the lead underwriter of stock issuance, but also the financial adviser of the issuer, and is often the recommender of the issuer's listing. If the issuer issues shares globally, the lead underwriter is also the global coordinator of the issuer's issuance of shares at this time. Generally speaking, the lead underwriter has the following functions in the process of issuing shares and listing: ① Negotiate with the issuer on the issue method, date, price and cost, and reach an agreement. (2) Prepare relevant documents to be provided to the competent department. ③ Form an underwriting syndicate. ④ Plan and organize underwriting meetings. ⑤ Take charge of the management of issuing stocks by the underwriting syndicate. ⑥ Assist the issuer to handle relevant legal procedures. ⑦ Deliver the shares to the subscribers and settle the price. Underwriting unsold stocks. Pet-name ruby do a good job in the publicity of issuers, and promote the liquidity of their stocks in the secondary market. Participate in other follow-up services, such as assisting issuers to plan new financing methods or financing channels. In China, the lead underwriter usually provides guidance to issuers before and after listing.

In China, the state has clear regulations on the implementation of underwriting business and the determination of underwriting qualification. According to the Administrative Measures for Stock Underwriting Business of Securities Institutions (hereinafter referred to as the Administrative Measures), when the total par value of the shares to be publicly issued or placed exceeds 30 million yuan or the estimated total sales amount exceeds 50 million yuan, they will be underwritten by the underwriting syndicate. The underwriting syndicate consists of two or more securities institutions, among which the securities institution leading the underwriting syndicate is called the lead underwriter. When the underwriting syndicate consists of three or more securities institutions, L deputy lead underwriters may be set up to assist the lead underwriters in organizing underwriting activities. Securities other than the lead underwriter and the deputy lead underwriter in the underwriting syndicate.

The operating organization is called a dealer. The lead underwriter shall be determined by the issuer through bidding or negotiation in accordance with the principle of fair competition. The rights and obligations of the lead underwriter, the deputy lead underwriter and the distributor in the underwriting process are specified in detail by signing the underwriting syndicate agreement.

According to the Administrative Measures, securities institutions engaged in stock underwriting business must obtain the Qualification Certificate for Stock Underwriting Business issued by China Securities Regulatory Commission. Securities institutions applying for underwriting business qualifications must have certain net assets, net capital, professional employees and official business date, have sound internal risk management and financial management systems, and ensure normal business premises and equipment. The conditions for the qualification of the lead underwriter are more stringent. In addition to the qualification of stock underwriting, the applicant must have net assets of more than 50 million yuan and net capital of more than 20 million yuan, and the securities business institution must have securities business of more than 50 million yuan.

The working capital of the fund and net securities exceeds 20 million yuan; There are more than 6 employees who have obtained underwriting business qualifications; Having more than 3 stocks or underwriting performance for more than 3 years; And in the last six months, there is no record that the number of shares sold by the issuer as the lead underwriter of the initial public offering is less than 20% of the total number of shares in this public offering within the specified underwriting period.

According to the Administrative Measures, if a securities institution holds more than 7% of the shares of an issuing company or one of its top five shareholders, it may not be the lead underwriter or deputy lead underwriter of the enterprise. Securities institutions that have obtained the qualification of stock underwriting business, but have not obtained the qualification of lead underwriter, shall not serve as the issuance consultant and listing recommender of any issuing company. Can only be a dealer, engaged in stock underwriting business.

In China, the listing recommendation system is implemented for the company's stock listing. When an issuing company applies to a stock exchange for listing, it must be recommended by one or two institutions recognized by the stock exchange (i.e. listing recommenders) and issue a listing recommendation letter. Listing recommender (also called sponsor in Hong Kong and other places) is an institution or person designated by the listing applicant as its listing recommender (sponsor) according to the listing rules of the stock exchange. Listing recommenders (sponsors) are generally members of the stock exchange or other institutions or persons recognized by the exchange. According to the listing rules of Shanghai and Shenzhen stock exchanges, the listing recommender must be a member of the stock exchange and must apply for qualification to the stock exchange every year.

Only after the examination and confirmation by the stock exchange can the listing sponsor qualification be obtained. When a stock exchange examines the qualifications of listing referees, the applicant must be a member of the exchange and the lead underwriter recognized by the China Securities Regulatory Commission, have been engaged in stock underwriting business for more than one year and have a good reputation, have no major violations of laws and regulations in the last year, and be familiar with various business rules of the exchange.

The responsibilities of the listing recommender mainly include: ensuring that the issuer meets the listing conditions; Counseling the directors of the issuing company to understand and assume the responsibilities and obligations of the company's listing; Assist in drafting the listing application and recommendation letter, ensure the authenticity, correctness and completeness of the listing documents, and assist in the listing of stocks; Provide consultation to the stock issuer within one year after listing, and perform other obligations stipulated in the listing recommendation agreement.

Because the lead underwriter has a deep understanding of the issuing company in the process of underwriting the company's stock issuance, he often serves as the listing recommender of the issuing company at the same time. Some issuers' listing recommendations are jointly undertaken by the lead underwriter and other securities institutions with listing recommendation qualifications, while some issuers' listing recommendations are solely undertaken by other securities institutions with listing recommendation qualifications and full knowledge of the issuing company.