synonymPrimary market(Primary market) generally refers to the primary market
The primary market, also known as the issuance market or the primary market, is the market formed when capital demanders sell securities to the public for the first time.It is new securities and notesfinancial instrumentsThe market for buying and selling.The main operators of this market areinvestment bank, brokers andSecurities dealers(In China, these three businesses are unified in securities companies.).They undertake new securities issued by governments and companies, as well as the purchase or distribution of shares.Investment banks usually adoptOff take underwritingAfter the end of the underwriting period, the remaining issuers can obtain all the scheduled funds.[1]
In the financial market, the primary market (Primary Market/New Issue Market) is the company or government institution that raises funds to transfer its newly issued stocks and bonds, etcSale of securitiesTo the originalpurchaserOffinancial market。
The primary market is not well known to the public,Because the securities are sold to the originalpurchaserThe process is not public.investment bank(investment bank) is an important financial institution assisting in the first sale of securities in the primary market.The practice of investment banks is underwriting（underwriting）Securities, i.e. they ensure thatCorporate SecuritiesThe securities can be sold at a certain price and then sold to the public.
The primary stock market refers to the primary stock market, that is, the issuance market, in which investors can subscribe for shares issued by the company.Through the primary market, the issuer raised the funds needed by the company, while the investors bought the company's shares and became shareholders of the company, realizing the process of converting savings into capital.
staythe WestThe primary market is also called the securities issuance market, the primary marketfinancial marketOr the original financial market.In the primary market, demanders can obtain funds by issuing stocks and bonds.In the process of issuance, the issuer generally does not directly trade with the buyer holding the currency, but needs an intermediary, that is, a securities broker.So the primary market is also a securities broker market.
major function : Provide financing channels for fund demanders;Provide investment opportunities for fund suppliers and realize the transformation from savings to investment;Form the income oriented mechanism of capital flow and promote the continuous optimization of resource allocation.
main features
(1) The issuance market is an abstract market, and its trading activities are not limited to a fixed place.
(2) Issuance is a one-time act, and its price is determined by the issuing company and approved by relevant departments.Investors buy shares at the same price.
The issuance mode of the primary stock market:
The way stocks are issued is the way stocks are sold.Due to different financial market regulations in different countriesArchitectureAnd financemarket structureDifferent,Issue of sharesThe way is also different.If according to the method and object of issuance and subscription, stock issuance can be divided into public issuance andPrivate offering；If there is an intermediary（securities underwriter ）Assisted, stock issuance can also be divided into direct issuance and indirect issuance (or calledEntrusted issuance）；According to different issuing purposes, stock issuance can also be classified as paidCapital increase issuanceAnd free capital increase issuance.
Public offering, also known as public offering, refers to the public promotion of stocks to the broad masses of investors in the society without identifying specific issuing objects in advance.
Private placement, also known as private placement, means that the issuing company only sells stocks to specific issuing objects.Non public offering is mainly adopted in the following cases: 1. To establish a company by means of promotion;2. Internal allotment;3、Private placement, also known as third party allocation.
Direct issuance is also called direct offering, or issuing companySelf issuedMeans that the joint-stock company undertakes all the affairs and risks of the stock issue and directly sells the shares to the subscribers.
Indirect issuance, also called entrusted issuance, refers to the issuer's entrustmentSecurities issuanceThe way in which an underwriting intermediary sells shares.The way of indirect issuance of shares, like the way of indirect issuance of bonds, is also divided intoDistribution on a commission basis, assisted distribution and exclusive distribution.
Paid capital increase issuance means that subscribers mustIssue priceOnly by paying cash can new shares be issued.Generally issued shares andPrivate placementinTargeted issuance% of the shares are issued in the form of paid capital increase.
The issue of capital increase without compensation means that a joint-stock company transfers the surplus balance of the companyaccumulation fundandAsset revaluationGain transfer inCapital fundequityAt the same time, the corresponding new shares will be issued and distributed to the original shareholders of the company. The original shareholders do not need to pay subscriptionShare capitalSection.
Merchandise distribution
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For example, the regions, prefectures and counties where you are a general agent in Yunnan are called primary markets, and the regions, prefectures and counties are calledsecondary market, directSales outlets(Retail)End market。
The above is mainly about regional agents.
For example, if I am a XX factory, my primary market refers to the regional general agent above, and the secondary market refers to the subordinate agent (primary market) of the regional general agent.
For example: Yunnan takes Kunming as the general agent of products (the first level), which is affiliated to Yunnan（Honghe PrefectureXishuangbannaChuxiongRegional and other online sales stores) are called secondary markets, and those that directly retail are called terminal markets (home appliance supermarketsDepartment Store, exclusive stores, etc.).
The place where the manufacturer is located is the General Marketing Office. The province level where the products are circulated is called the primary market (Yunnan, Sichuan, Hunan, Hubei, etc.). The secondary market refers to the primary market of the primary market.
stock market
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Securities issuance market
The securities issuance market is a market where issuers sell securities to investors.The securities issuing market usuallyUnfixedPlace is an invisible market.The role of the securities issuance market is mainly reflected in the following three aspects:
1. ForFund demanderProvide channels for raising funds.Securities issuanceThe market has a large number of mature securities for issuers to choose fromIncome level、Right to participate、Liquidity、Risk degree、Issuance costAccording to their own needs and possibilities, andrelation between supply and demandandprice level Determine the quantity and price of securities issued（Yield)。There are also many issuers in the distribution marketagencyThey can accept the entrustment of the issuer and use their own credit, capital, talents, technology, outlets and other resources to sell securities to the public, which helps the issuer raise the required funds in time.A large issuance market can also break through regional restrictions, expand the scope and target of financing for issuers, issue securities and raise funds for various investors at home or abroad, andmarket competition Gradually makeFinancing costRationalization.
3. Form the income oriented mechanism of capital flow and promote the continuous optimization of resource allocation.In modern economic activities,production factorsAll follow the flow of funds. Only when the optimal allocation of monetary funds is realized, can it be realizedsocial resourcesOptimized configuration of.Through the securities issuance marketmarket mechanismSelect the main body to issue securities, which has a good industrial prospectoperating performance Excellent and withdevelopment potential's enterprises are more likely tostock marketRaise the funds needed so that the funds can flow into the industries and enterprises that can produce the most benefitsOptimized allocation of resourcesThe purpose of.
(1)Public offering, also known as“public offering”, is that the issuerThe publicThe issuance of securities by investors.In the form of public offering, any legal investor can subscribe for the securities to be issued.The advantage of adopting public offering is that it targets many investors, has a large number of securities issues, and has great potential to raise funds;A large range of investors can avoid the issue of securities being too concentrated or manipulated by a few people;Public offering can enhance the liquidity of securities and improve the social reputation of issuers.But public offeringIssuance conditionsIt is relatively strict, the issuance procedure is complex, the registration and approval time is long, and the issuance cost is high.Public offering is the most common and basic way of securities issuance, which is suitable for securitiesNumber of issuesAn issuer with large amount of funds raised and preparing to apply for securities listing.
(2)private placement , also known as“Private offering”Or "private distribution"“restricted publication”, refers to the specific investorsInvestment objectIssuance of.There are two types of private offerings, one is the company's old shareholders or the issuer's employees, and the other isinvestment funds、social insurance fund , insurance companies, commercial banks and other financial institutions as well as enterprises with close relations with the issuerinstitutional investor。Private placement has certain investors, and the issuance procedures are simple, which can save the issuance time and cost. However, the limited number of investors and poor liquidity of securities are not conducive to improving the social reputation of the issuer.
Whether there is intermediary classification
(1)Direct issueThat is, the issuer directly sells securities to investors.This issuance method can save the money paid to the issuing intermediaryService ChargeAnd reduce the issuance cost.However, if the issuance amount is large, due to the lack of professionals and distribution outlets, the issuer itself has to bear a large issuance risk.This method is only applicable to securities with established issuing objects or issuers with high popularity, small number of issues and low risk.
(2)Indirect issuance, which is entrusted by the issuing company to securities companies, etcSecurities intermediaryThe issuance of securities for sale as an agent.For the issuer, indirect issuance can raise the required funds in a relatively short period of time, and the issuance risk is small;However, it needs to pay a certain commission, and the issuance cost is high.In general, indirect issuance is a basic and common way, especially public offering, which mostly adopts indirect issuance;Private placement is dominated by direct issuance.
The secondary market is to provide liquidity for securities.To maintain the liquidity of securitiesholderYou can sell your securities at any time to realize them.(If the securities holder cannot realize the securities in his hands at any time, no one will buy the securities.) It is precisely because it provides a way for the realization of the securities, so the secondary market can also provide a way for theSecurities pricing, to indicate to the securities holdermarket price。
major function
(1) Promote the transformation of short-term idle funds into long-term construction funds;
(2) Adjust the supply and demand of funds and guidemoney flow , the financing channel to communicate savings and investment;
(3) The stock price changes in the secondary market can reflect the economic situation of the whole society, which is conducive to the transferlabour productivityandEmerging industriesThe rise of;
(4) Maintaining stockReasonable priceFree transaction, well-informed information and careful management ensure that the interests of both parties are closely protected.Once the issued shares are listed, they will enter the secondary market.Investors buy and sell stocks according to their own judgment and needs. The transaction price is determined by the buyer and the seller. The price of stocks bought by investors on the same day is different.
Connection between the two
The secondary market is closely related to the primary market, which is interdependent and mutually restrictive.The types, quantities and methods of securities provided by the primary market and issued by it determine the quality of securities in the secondary marketNegotiable securitiesThe secondary market, as a place for securities trading, plays a positive role in promoting the primary market.The secondary market, which is well organized, well managed and well served, quickly and effectively distributes and transfers the securities issued in the primary market to other investors who are more in need and more appropriate, and provides a realistic possibility for the realization of securities.In addition, the supply and demand situation and price level of securities in the secondary market will strongly affect the issuance of securities in the primary market.Therefore, without the secondary market, securities issuance cannot go on smoothly, the primary market cannot sustain itself, and the expansion of issuance is even more impossible.
Securities issuance
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There are mainly two kinds of securities issuance systems: one isRegistration system, represented by the United States;SecondApproval system, represented by European countries.
1. Registration system.Securities issuance registration systemOpenManagement principles, which is essentially a kind ofFinancial disclosureSystem.It requires the issuer to provide all information about the securities issuance itself and related to the securities issuance.The Issuer shall not only fully disclose relevant information without major omission, but also bear the responsibility for the authenticity, integrity and reliability of the information providedlegal responsibility。Securities regulatorincorrectSecurities issuanceAnd the securities themselvesvalue judgment , YesPublic informationThe review of "" only involves criminal matters, not any substantive conditions of issuance.As long as the issuer has fully disclosed the relevant information as required, the regulatory authority shall notFinancial positionReject its issuance if it fails to meet certain standards.After the materials related to securities issuance are reported to the securities regulatory authority, one will generally take effectWaiting periodDuring this period, the securities regulatory authority shallFormal review。After the expiration of the waiting period for the registration to become effective, if the securities regulatory authority does not raise any objection to the declaration,Securities Issuance RegistrationEffective, the issuer can issue securities.However, if the securities regulatory authority believes that the submitted documents have defects, it will indicate the defects of the documents and require correction or formal rejection, or prevent the issuance from taking effect.Australia、Brazil、Canada, Germany, FranceItaly、Netherlands、the Philippines、Singapore, the United Kingdom, the United States and other countries adopt the registration system in securities issuance.
2. Approval system.The approval system refers to that the issuer applies for issuing securities, which requires not only public disclosure of information related to the issuance of securities, but alsocompany lawandSecurities LawAnd requires the issuer to submit the issuance application to the securities regulatory authority for decision.Securities issuance approval systemimplementSubstantive management principleThat is, the securities issuer must not only take the full disclosure of the true situation as the condition, but also meet a number of substantive conditions suitable for issuance designated by the securities regulatory authority.Only qualified issuers can issue securities in the securities market with the approval of the securities regulatory authority.The purpose of implementing the approval system is that the securities regulatory authority can perform the functions entrusted by law to make the issued securities conform topublic interest andStable securities marketDevelopment needs.
3. China's securities issuance system.Listed in China's securities marketfinancial instrumentsIncluding stocks, bondssecurities investment funds , warrants, etc.According to the Securities Law, the Company Law, etclaws and regulationsProvisions of,Public offering of shares, ConvertibleCorporate bondsCorporate bonds and other securities recognized by the State Council according to law must be reported to the CSRC for approval according to law.
(1)Securities issuance approval system。In China, the approval system for securities issuance refers to the application for issuance submitted by the securities issuer,Sponsor(Lead underwriter）Recommend to the CSRC, and the CSRC will submit it to the issuance review committee for review after the preliminary compliance review, and finally issue after the approval of the CSRC. The approval system not only emphasizes the companyinformation disclosureIt also requires that certainSubstantiveConditions, such asEnterprise profitability、corporate governance Level, etc.The core of the approval system is that the regulatory authorities conduct compliance audits, strengthen the responsibilities of intermediaries, strengthen the behavioral constraints of market participants, and reduceIssuance of new sharesInadministrative intervention。
(2) Issuance and listing of securitiessponsorship system 。The recommendation system of securities issuance and listing refers to that the recommendation institution and its recommendation representative are responsible for the recommendation and guidance of the issuer's securities issuance and listing,responsible investigationVerify the authenticity, accuracy and integrity of the company's issuance documents, and assist the issuer to establish a strictInformation disclosure system。It mainly includes the following contents: ① the issuer applies for IPO and listing, listed companies issue new shares, convertible corporate bonds or laws on public issuanceAdministrative regulationsWhere it is prescribed to implement the recommendation system and other securities, an institution with recommendation qualification shall be employed as the recommendation institution.China Securities Regulatory Commission orstock exchangeOnly the issuance or listing application documents recommended by the sponsor will be accepted. ②The recommendation institution and the recommendation representative shall conduct due diligence, prudently check the application documents and information disclosure materials of the issuer, issue recommendation opinions to the CSRC and the stock exchange, and check the authenticityaccuracyAnd integrityBe jointly and severally liable。③The recommendation institution and its recommendation representative shall be responsible forContinuous supervisionObligation, and the company'sNormative behaviorTake responsibility. ④The sponsor should establish a complete internalmanagement system。⑤The CSRC shall continuously supervise the recommendation institutions.
(3) Issuance reviewcommittee system 。The issuance review committee system is an important part of the securities issuance approval system.The Securities Law stipulates that the State CouncilSecurities regulatory authorityThe Issuance Review Committee (hereinafter referred to as the Issuance Review Committee) is established.The IEC reviews the issuerIssue of sharesApplications and applications for issuance of convertible corporate bonds and other securities recognized by the CSRC.The main responsibilities of the IEC are: to examine whether the application for stock issuance meets the relevant conditions in accordance with relevant laws, administrative regulations and the provisions of the CSRC;Review recommendation institutions and assetsRating agenciesetc.Securities service institutionsAnd relevant materials and opinions issued by relevant personnel for stock issuance;Examine the preliminary examination report issued by the relevant functional departments of the CSRC;To independently vote on the application for stock issuance and put forward review opinions on the application for stock issuance according to law.The CSRC shall, in accordance with the statutory conditions andlegal proceduresMake a decision to approve or disapprove the application for share issuance, and issue relevant documents.The establishment and improvement of the IEC system is to continuously improve the degree of specialization and transparency of issuance auditsocial supervisionAnd important measures to improve the efficiency of issuance.
securities underwriting
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Securities issuanceThe ultimate goal of the securities is to sell them to investors.There are two ways for issuers to promote securities: one is self selling, which is called "self selling";The second is to entrust others to sell, which is called "underwriting".Normally,public offeringMainly underwriting.Underwriting is toSale of securitiesDelegate business to specialSecurities business organization（underwriter）Sales.According to the assumption of issuance risk, the allocation of funds raised andService ChargeThere are two kinds of underwriting methods: exclusive sale and agency sale.
(1)traditional underwriting An underwriting method in which the underwriter first purchases the issuer's securities in full and then sells them to investors, and the underwriter bears all the risks.
(2)Balance underwritingRefers to the amount of issue andIssuance conditions, sell securities to investors within the agreed period, and if the total amount actually subscribed by investors is less than the expected total amount of issuance, the unsold securities shall be subscribed by the underwriter, and pay all securities funds to the issuer at the agreed time.
2. Consignment.Consignment refers to the underwriting method in which an underwriter sells securities on behalf of the issuer and returns all unsold securities to the issuer at the end of the underwriting period.
