When underwriting securities, the securities company and the issuer must sign an agreement, which should specify the following matters:

1. Names, residences, and legal representative names of the parties
The agreement is a stipulation between specific parties that can generate specific creditor-debtor relationships among them. Names, residences, and legal representatives indicate the identity of the contracting entities, which are essential elements of any contract. Without them, it is impossible to clarify the rights and obligations of specific parties.

2. Types, quantities, amounts, and issuance prices of securities under the consignment sale or exclusive sales agreement
This is the main content of the underwriting agreement and the key part to clarify the specific rights and obligations between the parties. The lack of agreement on these basic issues will render the underwriting invalid.

3. Duration and start and end dates of the consignment sale or exclusive sales
One characteristic of economic activities is their liquidity, and the law encourages appropriate and rapid circulation while not protecting civil rights that exceed the statutory limitation period. The agreed duration must not exceed the statutory limitation period, so the agreed duration can be less than 90 days but not more than 90 days.

4. Payment methods and dates for consignment sales or exclusive sales
Different payment methods and dates can affect the rights of both parties, the limitation period for litigation, the venue of litigation, and arbitration matters. If the payment date is not specified, the securities company can request the issuer to make payment at any time after a dispute arises. If the payment method and location are not specified, the issuer shall settle in a fair and reasonable manner (such as bank transfer) at the location of the securities company.

5. Fees and settlement methods for consignment sales or exclusive sales
This is one of the basic contents of the contract and represents the business income and income acquisition method of the underwriter. Without this provision, the contract will be invalid.

6. Liability for breach of contract
A complete agreement should include a section on liability for breach of contract. If the agreement does not contain a clause on liability for breach of contract, it does not affect the establishment of the agreement, and liability for breach of contract will be borne by each party according to their degree of fault in accordance with statutory methods.

7. Other matters stipulated by the securities regulatory authority under the State Council
This provision is a catch-all clause, which means that the China Securities Regulatory Commission (CSRC) can require the underwriting agreement to have corresponding clauses based on its practical experience in securities underwriting. In addition, since each underwriting business has its unique characteristics to some extent, the underwriting agreement should also include other contents agreed upon by both parties.