上海交通大学：《公司金融学 Corporate Finance》课程教学资源（英文课件）06 Issuing securities to the investing public

Chapter 6 lssuing securities to the investing public

Chapter 6 Chapter 6 Issuing securities to the Issuing securities to the investing public investing public

Capital Market for Corporate Securities Investment Sector Investment Bankers Financial Intermediaries Commercial Banks Savings Institutions Secondary market Insurance Companies Pension Funds Finance Companies Mutual Funds Savings Sector slide 1

slide 1 Capital Market for Corporate Securities Capital Market for Corporate Securities Investment Sector Investment Bankers Secondary market Savings Sector Financial Intermediaries Commercial Banks Savings Institutions Insurance Companies Pension Funds Finance Companies Mutual Funds

Key Questions How corporations issue securities to the investing public? The basic procedure for Chinese companies to sell debt and equity securities in the market.This chapter focuses on equity slide 2

slide 2 Key Questions Key Questions ƒ How corporations issue securities to How corporations issue securities to the investing public? the investing public? ƒ The basic procedure for Chinese The basic procedure for Chinese companies to sell debt and equity companies to sell debt and equity securities in the market. This securities in the market. This chapter focuses on equity chapter focuses on equity

Topics to be Discussed The Public Issue Regulations for Chinese Companies The Cash Offer The Cost of New Issues Rights The Private Equity Market Summary slide 3

slide 3 Topics to be Discussed Topics to be Discussed ƒ The Public Issue ƒ Regulations for Chinese Companies ƒ The Cash Offer ƒ The Cost of New Issues ƒ Rights ƒ The Private Equity Market ƒ Summary

The Public Issue Initial public offering (IPO)/Unseasoned New Issue ---The first public equity issue that is made by a company. Seasoned new issue ----A new issue where the company's securities have been previously issued. slide 4

slide 4 The Public Issue The Public Issue ƒ Initial public offering (IPO) / Unseasoned New Issue ---- The first public equity issue that is made by a company. ƒ Seasoned new issue ---- A new issue where the company’s securities have been previously issued

Alternative Methods for Issuing Equity Securities to the Public General cash offer:a public issue of equity can be sold directly to the public with the help of underwriters. Right offer/Privileged Subscription:a public equity issue can be sold to the firm's existing stockholder slide 5

slide 5 Alternative Methods for Issuing Equity Alternative Methods for Issuing Equity Securities to the Public Securities to the Public ƒ General cash offer: a public issue of equity can be sold directly to the public with the help of underwriters. ƒ Right offer/Privileged Subscription: a public equity issue can be sold to the firm’s existing stockholder

Company Law Article 74 A limited liability company may be established by means of promotion or offer. Establishment by the promoter method means the establishment of a company by the subscription by the promoters for all the shares to be issued by the company. Establishment by the offer method means establishment of a company by the subscription by the promoters of part of the shares to be issued by a company and a public offer of the remaining part of the shares. 第七十四条股份有限公司的设立，可以采取发起设立或者募集设立 的方式。发起设立，是指由发起人认购公司应发行的全部股份而设立 公司。募集设立，是指由发起人认购公司应发行股份的一部分，其余 部分向社会公开募集而设立公司。 slide 6

slide 6 Company Law Company Law ƒ Article 74 A limited liability company may be established by means of promotion or offer. Establishment by the promoter method means the establishment of a company by the subscription by the promoters for all the shares to be issued by the company. Establishment by the offer method means establishment of a company by the subscription by the promoters of part of the shares to be issued by a company and a public offer of the remaining part of the shares. 第七十四条 股份有限公司的设立，可以采取发起设立或者募集设立 的方式。发起设立，是指由发起人认购公司应发行的全部股份而设立 公司。募集设立，是指由发起人认购公司应发行股份的一部分，其余 部分向社会公开募集而设立公司

Company Law Article 75 The establishment of a company limited by shares shall have at least five promoters including more than half of the promoters with domiciles within Chinese territory.When a state-owned enterprise is reorganized into a company limited by shares,there may be less than five promoters,but the offer method shall be adopted for its establishment. 第七十五条 设立股份有限公司，应当有五人以上为发起 人，其中须有过半数的发起人在中国境内有住所。国有企 业改建为股份有限公司的，发起人可以少于五人，但应当采 取募集设立方式。 slide 7

slide 7 Company Law Company Law ƒ Article 75 The establishment of a company limited by shares shall have at least five promoters including more than half of the promoters with domiciles within Chinese territory. When a state-owned enterprise is reorganized into a company limited by shares, there may be less than five promoters, but the offer method shall be adopted for its establishment. ƒ 第七十五条 设立股份有限公司，应当有五人以上为发起 人，其中须有过半数的发起人在中国境内有住所。 国有企 业改建为股份有限公司的，发起人可以少于五人，但应当采 取募集设立方式

Company Law Article 78 The registered capital of a company limited by share is the total share capital which has been registered with the company registration authority and which has been actually received. The minimum amount of the registered capital of a company limited by shares is RMB 10,000,000.Requirements for the minimum amount of the registered capital of a company limited by shares to be higher than the above amount are provided for in separate laws or administrative regulations. 第七十八条 股份有限公司的注册资本为在公司登记机关登记的实 收股本总额。股份有限公司注册资本的最低限额为人民币一千万元。 股份有限公司注册资本最低限额需高于上述所定限额的，由法律、 行政法规另行规定。 slide 8

slide 8 Company Law Company Law ƒ Article 78 The registered capital of a company limited by share is the total share capital which has been registered with the company registration authority and which has been actually received. The minimum amount of the registered capital of a company limited by shares is RMB 10,000,000. Requirements for the minimum amount of the registered capital of a company limited by shares to be higher than the above amount are provided for in separate laws or administrative regulations. ƒ 第七十八条 股份有限公司的注册资本为在公司登记机关登记的实 收股本总额。股份有限公司注册资本的最低限额为人民币一千万元。 股份有限公司注册资本最低限额需高于上述所定限额的，由法律、 行政法规另行规定

Company Law Article 83 Where a company limited by shares is to be established by the offer method,the shares subscribed for by the promoters shall not be less than thirty-five percent of the total number of shares of the company.The remaining portion shall be offered to the public. 第八十三条以募集设立方式设立股份有限公司 的，发起人认购的股份不得少于公司股份总数的 百分之三十五，其余股份应当向社会公开募集。 slide 9

slide 9 Company Law Company Law ƒ Article 83 Where a company limited by shares is to be established by the offer method, the shares subscribed for by the promoters shall not be less than thirty-five percent of the total number of shares of the company. The remaining portion shall be offered to the public. ƒ 第八十三条 以募集设立方式设立股份有限公司 的，发起人认购的股份不得少于公司股份总数的 百分之三十五，其余股份应当向社会公开募集