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什么是IPO

Posted on 2006-06-11 19:30  火鸟  阅读(626)  评论(0编辑  收藏  举报

IPO就是initial public offerings(首次公开发行股票), 即首次公开上市,英文全称,首次发行新股要有锁股期。

首次公开招股是指一家私人企业第一次将它的股份向公众出售。通常,上市公司的股份是根据向相应证券会出具的招股书或登记声明中约定的条款通过经纪商或做市商进行销售。一般来说,一旦首次公开上市完成后,这家公司就可以申请到证券交易所或报价系统挂牌交易。

另外一种获得在证券交易所或报价系统挂牌交易的可行方法是在招股书或登记声明中约定允许私人公司将它们的股份向公众销售。这些股份被认为是"自由交易"的,从而使得这家企业达到在证券交易所或报价系统挂牌交易的要求条件。 大多数证券交易所或报价系统对上市公司在拥有最少自由交易股票数量的股东人数方面有着硬性规定。

首次公开募股(Initial Public Offerings,简称IPO),是指企业透过证券交易所首次公开向投资者增发股票,以期募集用于企业发展资金的过程。

对应于一级市场,大部分公开发行股票由投资银行集团承销而进入市场,银行按照一定的折扣价从发行方购买到自己的账户,然后以约定的价格出售,公开发行的准备费用较高,私募可以在某种程度上部分规避此类费用。

这个现象在九十年代末的美国发起,当时美国正经历科网股泡沫。创办人会以独立资本成立公司,并希望在牛市期间透过首次公开募股集资(IPO)。由于投资者认为这些公司有机会成为微软第二,股价在它们上市的初期通常都会上扬。

不少创办人都在一夜间成了百万富翁。而受惠于认股权,雇员也赚取了可观的收入。在美国,大部分透过首次公开募股集资的股票都会在纳斯达克市场内交易。

很多亚洲国家的公司都会透过类似的方法来筹措资金,以发展公司业务。

是否IPO的综合考虑:

好处:

募集资金
流通性好
树立名声
回报个人和风投的投入
坏处:

费用,(可能高达20%)
公司必须符合SEC规定
管理层压力
华尔街的短视
失去对公司的控制
美国IPO的一般过程:

建立IPO团队
CEO, CFO,
CPA (SEC counsel)
律师
挑选承销商
尽职调查
初步申请
路演和定价

Selling Stock
IPO is an acronym for Initial Public Offering. This is the first sale of stock by a company to the public. A company can raise money by issuing either debt (bonds) or equity. If the company has never issued equity to the public, it's known as an IPO.

Companies fall into two broad categories: private and public.


A privately held company has fewer shareholders and its owners don't have to disclose much information about the company. Anybody can go out and incorporate a company: just put in some money, file the right legal documents, and follow the reporting rules of your jurisdiction. Most small businesses are privately held. But large companies can be private too. Did you know that IKEA, Domino's Pizza, and Hallmark Cards are all privately held?

It usually isn't possible to buy shares in a private company. You can approach the owners about investing, but they're not obligated to sell you anything. Public companies, on the other hand, have sold at least a portion of themselves to the public and trade on a stock exchange. This is why doing an IPO is also referred to as "going public."

Public companies have thousands of shareholders and are subject to strict rules and regulations. They must have a board of directors and they must report financial information every quarter. In the United States, public companies report to the SEC. In other countries, public companies are overseen by governing bodies similar to the SEC. From an investor's standpoint, the most exciting thing about a public company is that the stock is traded in the open market, like any other commodity. If you have the cash, you can invest. The CEO could hate your guts, but there's nothing he or she could do to stop you from buying stock.

Why Go Public?
Going public raises cash, and usually a lot of it. Being publicly traded also opens many financial doors:

Because of the increased scrutiny, public companies can usually get better rates when they issue debt.
As long as there is market demand, a public company can always issue more stock. Thus, mergers and acquisitions are easier to do because stock can be issued as part of the deal.
Trading in the open markets means liquidity. This makes it possible to implement things like employee stock ownership plans, which help to attract top talent.

Being on a major stock exchange carries a considerable amount of prestige. In the past, only private companies with strong fundamentals could qualify for an IPO and it wasn't easy to get listed.

The Internet boom changed all this. Firms no longer needed strong financials and a solid history to go public. Instead, IPOs were done by smaller startups seeking to expand their business. There's nothing wrong with wanting to expand, but most of these firms had never made a profit and didn't plan on being profitable any time soon. Founded on venture capital funding, they spent like Texans trying to generate enough excitement to make it to the market before burning through all their cash. In cases like this, companies might be suspected of doing an IPO just to make the founders rich. In VC talk, this is known as an exit strategy, implying that there's no desire to stick around and create value for shareholders. The IPO then becomes the end of the road rather than the beginning.www.maogoo.com

How can this happen? Remember: an IPO is just selling stock. It's all about the sales job. If you can convince people to buy stock in your company, you can raise a lot of money. In our opinion, IPOs like this are extremely risky and should be avoided.