Securities underwriters include Lead underwriter and Underwriting syndicate Other members. underwriter Of goodwill And its publicity for the underwritten securities Investment behavior The impact is significant, so all countries have strict regulations on the behavior of underwriters Legal constraints 。 General securities underwriters do not participate in the production of public documents, but only review them Securities issuance In general, the issuer entrusts the underwriter to prepare public documents, so the securities underwriter is the leader in the issuance process. Underwriters are in a position to guarantee the status of the issuer. When first-class underwriters underwrite securities, their reputation guarantees the securities they underwrite and gives investors trust. Therefore, the requirement for the securities underwriters to bear the liability for compensation lies in making most of the related parties bear the liability for compensation as far as possible, and restraining each other to effectively prevent the publication of documents false statement The purpose of. Securities underwriters are required by law to bear Warranty liability The main reasons are as follows: First, underwriter Be in a position to guarantee and recognize the quality of the issuing company. To some extent, the reputation of a first-class securities underwriter guarantees the securities it underwrites. Therefore, the status of securities underwriters will actually greatly affect investors. Ordinary investors believe that first-class securities underwriters will not underwrite bad securities, and the securities they underwrite will certainly be suitable for the public to hold, and the securities issued will inevitably meet their underwriting standards. At the same time, investors may think that the underwriter must have passed the issuer's financial statements Be subject to strict review. Second, the underwriters are in a particularly favorable position to investigate and confirm the issues related to the issuing company: it is assumed that the securities underwriters have experienced experts, have the necessary equipment to conduct investigations, and receive adequate remuneration.
Third, securities underwriters can independently choose whether to underwrite the issued securities, underwriter If you wish to avoid taking responsibility, you should carefully investigate the relevant situation of the issuer. Directors of underwriters supervisor And managers, etc Senior management yes Securities issuer The main examiners of the Company shall bear civil liability for the damage caused to investors by their faults. When directors, supervisors, managers and other senior managers of the underwriters make public documents, it is even more natural to require them to take responsibility for their own mistakes. [1] Securities underwriters have the functions of advisory, selling and protective, and can assist enterprises in raising funds in the issuance market Fund supplier A bridge with the demander. 1. Advisory
The so-called consultant function mainly refers to underwriter They can make use of their familiarity with the securities market to provide the issuer with advice on relevant laws and regulations concerning the access to the securities market, suggest the types, prices and timing of securities to be issued, and provide relevant financial and management advice. This kind of consultant function even extends to Securities issuance After the end. 2. Selling
Distribution function refers to Lead underwriter Use its extensive network in the securities market to sell securities to investors through distributors. 3. Protective
The protection function means that during the issuance of securities, underwriter Under the restrictions of laws and regulations, the operation of stabilizing prices can be carried out to ensure the stability of the securities market. Materials Inspection duties
When underwriting securities, a securities company shall check the authenticity, accuracy and completeness of the public offering documents; If it is found that there are false records, misleading statements or major omissions, it shall not carry out sales activities; If the products have been sold, the sales activities must be stopped immediately and corrective measures must be taken.
Prohibited reservation obligation
The longest period for selling securities on a commission or sole agency basis shall not exceed 90 days. During the period of underwriting on a commission basis or sole agency basis, a securities company shall guarantee that the securities it underwrites on a commission basis or sole agency basis will be sold to subscribers in advance. A securities company shall not reserve the securities it underwrites on a commission basis or purchase and retain the securities it underwrites in advance. Securities business organization It is not allowed to intentionally make the stock surplus at the end of the underwriting period in order to obtain the stock. When underwriting stocks by way of exclusive underwriting, securities operating institutions shall not intentionally make stocks surplus at the end of the underwriting period by the following acts in order to obtain stocks: (1) deliberately hoard or intercept stocks; (2) Shorten underwriting period; (3) Reduce sales outlets; (4) Limit the number of subscription application forms issued; （5） CSRC Other behaviors identified. Filing obligations
Where a securities company underwrites securities exclusively, it shall report the underwriting situation to the State Council within 15 days after the expiration of the underwriting period Securities regulatory authority keep on record. Where a securities company sells securities on a commission basis, it shall, within 15 days after the expiration of the commission period Securities consignment The situation shall be reported to the securities regulatory authority under the State Council for the record. Security obligations
Securities business organization be engaged in Stock underwriting Business shall not be disclosed Prospectus . The issuance plan before the announcement, as well as the number of subscriptions and estimates in the underwriting process Winning lot rate etc. Non public information 。 No Unfair Competition
Public offering of securities The issuer has the right to independently select the underwriting securities company according to law. Securities companies shall not Unfair competition Means solicitation securities underwriting Business. Specifically, Securities business organization The following unfair competitive means shall not be used to solicit underwriting business: (1) improper promises; (2) Slander peers; (3) With the help of administrative intervention ； (4) Other unfair competition means recognized by the CSRC. Prohibited underwriting business
Securities business organization Holding more than 70% of the shares of the enterprise, or being one of the top five shareholders, shall not become the enterprise's Lead underwriter Or vice principal underwriter 。 Obligation not to induce others to purchase shares by improper means
Securities business organization In the underwriting process, it is not allowed to induce others to subscribe for shares by providing overdrafts, rebates or other improper means recognized by the CSRC. Other obligations
8. Do not pander to or encourage the issuing enterprise to issue shares with unreasonable high premium
Share issue price or Allotment price from underwriter Agree with the issuing enterprise. The underwriter shall not pander to or encourage the issuing enterprise to take unreasonable high Issue shares at a premium 。 9. No false underwriting obligation
Securities business organization No false underwriting is allowed. The so-called false underwriting refers to the fact that the securities business organization is Underwriting syndicate Members, in fact, did not engage in the activities of underwriting stocks and bear the responsibilities of underwriting stocks. 10. Other obligations
Securities operating institutions shall not participate in the underwritten shares and their shares in any capacity during the underwriting process and before the shares are listed after the underwriting is completed Subscription certificate And shall not provide any convenience for these transactions. Note: Securities business organization It is not allowed to underwrite 4 or more shares at the same time. 
