Research On The Secondary Offering System In IPO

Taking the secondary offering system in IPO as the main line, this article has studied from four aspects, i.e. The fundamental principle of the secondary offering system in IPO, the secondary offering in IPO of our country and its pratice, study on the secondary offering system in IPO of extraterritorial mature capital markets and improve the secondary offering in IPO of our country, by analytic methods like historical, comparative and normative demonstration.The reasonable cognition of the secondary offering in IPO is the beginning of this study. The first section analyzes the issues regarding the fundamental principle of the secondary offering in IPO from three aspects, i.e., the institutional connotation, classification and value analysis. In the view of institutional connotation, the secondary offering in IPO refers that the old shareholders transfer shares pulicly in IPO, compared with the incremental offering in IPO or in the secondary markets. In the view of classification, whether to include an incremental offering and whether to use the over-allotment option are the two standards. As for the value analysis,there are both positive effects like increasing outstanding shares, reasonable IPO pricing and easing oversubscription,and negative effects of moral hazard and insider holdings.The second section analyzes the practice of the secondary offering system in IPO in our country. First of all, introduce the introduction and development of the secondary offering system in IPO in our country's securities market,which including two phases:the secondary offering of state-owned shares in 2001 and the secondary offering in IPO since 2014. And summarize the basic content and current rules of the secondary offering system in IPO in our country. Secondly, use the empirical data analysis method to analysize the practice of the secondary offering in IPO in 2014, to the conclusion that the presence of high issue price, high price-earnings ratio and high cash issue of old shareholders in secondary offerings in IPO. Finally, analysize difficulties and problems of secondary offerings in IPO in addition to its own imperfect design, but also there is a system environment.The third section investigates the secondary offering system in IPO of extraterritorial mature capital markets,and provide reference for the design and supervision of our country's secondary offering system in IPO of current stage and in the registration system.In this article, research on the secondary offering practice of America, China's Hong Kong, China's Taiwan and Japan were made, based on this analysize characteristics of the secondary offering in IPO regulation under the approval system and the registration system.The secondary offering in IPO of America requires more stringent disclosure of information under the premise of simply to fulfill the registration process, while the supervision of the stock shares of adherence to the "combining guidance", to provide a variety of reduction path. The secondary offering of Hong Kong is mainly for international placement, specifies the requirements for information disclosure. China's Taiwan and Japan have implemented the registration system and the secondary offering simply declare and implement the appropriate disclosure of information,(Conditions and the proportion of the secondary offering are restricted in China's Taiwan), both have adopted the combining patterns of the secondary offering and over-allotment option,thus the ratio of the secondary offering are generally 15 percent.Based on the above described three sections, the fourth section makes recommendations to improve the secondary offering in IPO at stage and in registration system of our country, anchored to the development of China's securities market live and in background of the transition of the registration system. First,we should accelerate the reform of registration system.The regulatory philosophy of the secondary offering in IPO should be information disclosure doctrine,with the full and effective information disclosure to ensure the effective operation of the market mechanism. Meanwhile, the reform is gradual, reform of the secondary offering in IPO should be consistent with the process of the registration system. Second, learn from the experience of extraterritorial mature capital markets and improve the specific system design,combined with environental and institutional situation of China's securities marke, i.e., adhere to the principles of autonomy of market and companies and protect the interests of investors; the secondary offering in IPO may take the approach that the old shareholders directly sale shares with the combining patterns of the secondary offering and over-allotment option; "affiliate" shareholder and "non-affiliate" shareholders be treated differently, to meet the 36-month holding period premise, set a different limit on the secondary offering; further standardize the pricing mechanism and set a locking system of the issue price of the secondary offering in IPO; improve the information disclosure system of the secondary offering in IPO. Finally, the secondary offering is only part of the IPO which needs to complement each other with other supporting systems.We should continue to improve over-allotment option rules and shares of listed companies lock rules.