The composition of the U.S. securities market

The national securities markets mainly include: New York Stock Exchange (NYSE), American Stock Exchange (AMEX), Nasdaq (NASDAQ) and OTCBB;

Regional securities markets include: Philadelphia Stock Exchange (PHSE), Pacific Stock Exchange (PASE), Cincinnati Stock Exchange (CISE), Midwest Stock Exchange (MWSE) and Chicago Board Options Exchange (CHICAGO) BOARD OPTIONS EXCHANGE) etc.

1. New York Stock Exchange NYSE (New York Stock Exchange NYSE)

The largest securities trading market in the United States and the world. On May 17, 1792, 24 stock trading brokers gathered under a tree on Wall Street and announced the birth of the New York Stock Exchange. It was changed to its current name in 1863, and it was not until 1865 that the exchange had its own building. The building located at 11 Wall Street in New York City opened in 1903. The exchange has 3 stock trading halls, including the main hall, blue hall, and "car room" and 1 bond trading hall. It is a place where securities brokers gather and trade with each other. There are 16 trading booths in each. Each trading booth has 16-20 trading counters, all equipped with modern office equipment and communication facilities.

The main business objects of the exchange are stocks, followed by various domestic and foreign bonds. Except for holidays, trading hours are 5 days a week, 5 hours a day. Since the 1920s, it has been an international financial center. The sudden rise and fall of the stock market here will have a chain reaction and cause fluctuations in the stock markets of other capitalist countries. It is now one of New York City's most popular tourist attractions.

Listing requirements for non-U.S. companies:

Minimum public shareholding and business record: The company must have at least 2,000 shareholders (each shareholder owns more than 100 shares); or 2,200 Shareholders (the average monthly trading volume in the last 6 months is 100,000 shares); or 500 shareholders (the average monthly trading volume in the last 12 months is 1 million shares); at least 1.1 million shares are on the market for investors Owns (1.1 million public shares).

Minimum market capitalization: The market value of public shares is US$40 million; the net tangible asset value is US$40 million.

Profit requirements: In the two years before listing, the annual pre-tax income is US$2 million, and the pre-tax income in the most recent year is US$2.5 million; or it must be fully profitable in three years, with a total pre-tax income of US$6.5 million. , the minimum pre-tax income in the most recent year is US$4.5 million;

Or companies with a total market capitalization of no less than US$500 million and revenue of US$200 million in the most recent fiscal year: a total adjusted net income of US$2,500 in three years Ten thousand US dollars (must be a positive number in the annual report).

Types of listed companies: Mainly for mature companies.

Accounting principles adopted: U.S. Generally Accepted Accounting Principles.

Company registration and business location: no specific requirements.

Company business information disclosure regulations: Comply with the exchange’s annual report, quarterly report and mid-term reporting system.

Other factors: There are many requirements for the company's management and operation; detailed description of the relative stability of the company's industry, the company's position in the industry, and the market situation of the company's products.

2. The National Stock Exchange (Amex)

Formerly known as the New York Stock Exchange OTC Market Alliance, it mainly traded U.S. government bonds in the early days of the founding of the People's Republic of China and the stocks of newly established companies. , and later gradually formed perfect trading rules. In 1921, OTC trading was changed to on-market trading. In 1953, it was officially renamed the National Stock Exchange, which is still used today. Its business includes stock business, options business, and exchange-traded funds (ETFs) business.

Companies listed on the National Stock Exchange range from inventive technology companies to S&P 500 companies. The industry scope of exchange-traded stocks includes banking and finance, communications technology, resources and energy, manufacturing industry, wholesale and retail industry, health industry, real estate and REITs, etc.

The National Exchange provides individual and institutional investors and stock issuers with financial opportunities across all industry sectors. The exchange is also the second largest stock options exchange in the world. In 1993, the National Exchange pioneered this financial product, and it is currently the most popular investment product in the world.

Since January 2000, the National Exchange Composite Index, a major financial index, has surpassed the New York Stock Exchange Composite Index and the Nasdaq Composite Index. The 25 largest listed companies traded on U.S. exchanges include British American Tobacco, Imperial Oil, Mobil Oil, Exxon Oil, General Motors, DuPont and other multinational companies.

5. NASDAQ

Founded and managed by the National Association of Securities Dealers (NASD), it is the world's first electronic trading market. Because it has attracted many fast-growing high-tech companies, Nasdaq gives people the impression of supporting entrepreneurial companies.

Nasdaq*** has two sectors: the National Market and the Small Cap Market established in 1992. When Nasdaq was first established, it targeted small and medium-sized enterprises. Because the scale of enterprises has become larger and larger with the changes of the times, Nasdaq has now divided itself into a national market (National Market), a small and medium-sized enterprise market (Small Cap Market), and trading units in cents. The Over-the-Counter Trading Center (OTCBB) and the Pink Sheets trading market (called Pink Sheets in English, where junk stocks are traded).

Nasdaq has its own market maker system (Market Maker). They are independent stock traders who undertake the buying and selling of a certain stock for investors. This institutional arrangement is particularly important for stocks with lower market capitalization and fewer transactions. Through this market maker system, the stocks of listed companies can be traded at the best price while protecting the interests of investors.

These market makers are served by members of NASD. Every stock listed on Nasdaq must have at least two market makers quoting its stock; some larger and more actively traded stocks often have 40-45 market makers. These market makers include the world's top investment banks.

Compared with other entrepreneurial boards, the requirements for listing on Nasdaq are the most stringent and complex. At the same time, due to its high liquidity, the preparations required for a direct listing on this market are also complicated. The most onerous.

By the end of 2005, the listed companies on Nasdaq China include: China.com, Sina.com, Sohu.com, NetEase, TOM.com, Shanda Network, Qiaoxing Telephone, Kongzong.com, 51jian.com, and Financial Industry , Ctrip.com, AsiaInfo Technology, Linktone, UTStarcom, The9 Customs and Trade, The9th City, Beijing Sinovac, Hurray, Automotive Systems, Pacific Business, Focus Media, Dexin Wireless, Baidu, Yangling Bodison , Meidong Biotechnology, eLong, China Medical, China Technology Zhongpin Food Industry.

6. OTCBB Market (OTCBB)

OTCBB (Over The Counter Bulletin Board) is the over-the-counter (or over-the-counter) market bulletin board (or electronic bulletin board) ), one of the most important small securities markets in the United States.

OTCBB is not a stock exchange, nor is it a listed trading system. It is only a real-time quotation service system and does not have automatic transaction execution functions. Stocks quoted on the OTCBB include stocks that cannot meet the listing standards of the exchange or NASDAQ and securities that have been delisted by the exchange or NASDAQ. OTCBB has no listing standards. The stocks of any joint-stock company can be quoted here, but stock issuers must submit documents to the SEC in accordance with regulations and make public quarterly and annual financial reports. These conditions are relatively simpler than the exchange and NASDAQ requirements. OTCBB adopts a market maker system, and only SEC-registered market makers can quote prices for stock issuers. NASD and SEC strictly supervise the market makers quoted by OTCBB. Currently, many Chinese companies are listed on OTCBB first, and then transferred to NASDAQ or other exchanges for listing.

OTCBB listing

Once the client company passes the preliminary qualification review of the investment advisory company, the investment advisory company will guide and supervise the merger and acquisition work between the client company and the shell company. After the client company signs a letter of intent to cooperate and pays the deposit to the shell company, the investment consulting company will: Prepare the plan and schedule of the entire project; Provide the shell company’s due diligence report; Draft a stock exchange agreement; Review the filing materials required by the SEC .

Unlike an initial public offering (IPO), which completes listing and financing in one step, a reverse merger takes place in two steps. First, a reverse merger is completed, and then funds are raised through private investment in public equity (PIPE) or a registered public offering of listed companies. The investment advisory company will review the directional offering memorandum (applicable to the issuance of new shares by listed companies through PIPE) or review the prospectus (applicable to registered public offerings of securities), complete all procedures for the directional offering or public offering, and then list them on Nasdaq (NASDAQ), OTCBB and Pink Sheets (Pink Sheets) stock market making. After a period of time, the investment advisory company will continue to assist customers in completing the listing application from OTCBB to NASDAQ or AMEX.

In recent years, PIPE has become one of the most important means of capital raising. Mainly targeted at institutional investors, wealthy individual investors, and overseas investors outside the United States. There are no restrictions on the amount of private placements. Capital private placement investors cannot sell their equity on the market within one year, but they can conduct private transactions. Capital private placement through securities dealers or registered brokers will incur commission fees, and the average commission is about 8%-10%.

7. Pink Sheets

The pink paper trading market is the lowest level quotation system of Nasdaq. In this system, the market trades weekly The company makes a paper quotation, and the liquidity is worse than OTCBB. The pink paper trading market is not an automatic quotation system. Instead, the broker inquires the quotations of at least three market makers over the phone, and then closes the transaction with the market maker with the best quotation.