Employing the standpoint of irrational investors in the behavior finance, the authors study the relation on the irrational behavior of medium and small Investors and underpricing of IPO in our country. The paper premises that a revenue-maximizing issuer will be regarded as the target function, and the rational institutional investors can be delegated the task of holding the stocks in the after-market for resale to the irrational medium and small investors--thereby extracting surplus from them, finally the issuer can maximize their expected revenue. We model the process mentioned above and find that the high underpricing of IPO in our country has the direct relation with numerous the irrational medium and small investors existing in our country who cause the underpricing.