First of all: a listed company is also a company and a part of it. From this perspective, companies can be divided into listed companies and unlisted companies.
Secondly, listed companies divide the company's assets into several shares and trade them in the securities trading market. Everyone can buy shares in this company and become a shareholder in this company. Listing is an important channel for company financing. Shares of unlisted companies cannot be traded in the stock exchange market (note: all companies have a share ratio: state investment, personal investment, bank loans, venture capital). Listed companies need to regularly disclose their assets, transactions, annual reports and other related information to the public, while non-listed companies do not.
Finally, in terms of profitability, we can't absolutely say who is good and who is bad. Listing does not mean how strong the profitability is, and not listing does not mean that there is no profitability. Of course, companies with strong profitability will be more sought after when they go public.
Backdoor listing means that the parent company of a listed company (group company) realizes the listing of the parent company by injecting its main assets into its listed subsidiaries. One of the typical cases of backdoor listing is Johnson & Johnson Group's "mother" borrowing "child" shell. Johnson & Johnson Group, which was restructured from Shanghai Taxi Company, has a large number of high-quality assets and investment projects. In recent years, Johnson & Johnson Group made full use of the "shell" resources of its listed subsidiary Pudong Johnson & Johnson, and injected its second and fifth subsidiaries into Pudong Johnson & Johnson through three rights issues, thus completing the purpose of backdoor listing of the Group.
Backdoor listing means that some non-listed companies acquire some listed companies with poor performance and weakened financing ability, divest the assets of the acquired companies and inject their own assets, thus achieving the purpose of indirect listing.
The similarity between shell listing and backdoor listing is that they are all activities to reconfigure the "shell" resources of listed companies in order to achieve indirect listing. The difference between them is that shell listed companies first need to gain control over a listed company, while backdoor listed companies already have control over listed companies. From the specific operation point of view, when a non-listed company is preparing to buy a shell or go public by backdoor, the primary problem is how to choose an ideal "shell" company. Generally speaking, "shell" companies have some characteristics, that is, most industries are sunset industries, with slow growth in their main business and meager or even loss-making profits; In addition, the company's shareholding structure is relatively simple, which is conducive to its acquisition and holding. ?
In terms of implementation means, the general practice of backdoor listing is as follows: first, the group company first divests a high-quality asset and goes public; The second step is to inject the key projects of the group company into the listed company by raising funds through a large proportion of allotment of shares by the listed company; The third step is to inject the non-key projects of the group company into the listed company through the rights issue to realize backdoor listing. Slightly different from backdoor listing, shell listing can be divided into two steps: shell-backdoor listing, that is, first acquire and hold a listed company, and then use this listed company to inject other assets of the buyer through rights issue and acquisition.