Abstract: Underwriter’s behavior and its specific motivation in Chinese A-share IPO market is the core issue of IPO research. But there is no domestic literature directly studies the relationship between underwriting fees and IPO underpricing. This paper selects the data of A-share IPO companies from November 1, 2001 to 31 December 2012 as sample, then examines the relationship between underwriting fees and IPO underpricing, and the degree of government pricing regulations on the relationship between underwriting fees and IPO underpricing. OLS and 2SLS regression results show that underwriting fees and IPO underpricing are significantly positive correlation. With the improvement of government pricing regulations degree, underwriting fees and IPO underpricing positive correlation significantly reduced, and even turned to negative correlation relationship. This paper helps us to know more about how underwriter and government influence the IPO pricing.