Brief introduction of lawyer Chen Wenjun, partner.
Chen Wenjun, male, master, managing partner of Guangfa Law Firm, has been engaged in financial securities for more than ten years. He presided over the listing and merger of nearly 100 enterprises at home and abroad, and has strong coordination ability in related fields. At the same time, he has rich professional knowledge and practical experience in financial securities litigation, and is often invited by exchanges and relevant government departments to give lectures on corporate listing all over the country.
Shell listing and backdoor listing are two forms of asset reorganization that make full use of listed resources at present.
Listing by shell means that the unlisted company, as the acquirer, obtains the control right of the shell company through agreement or secondary market acquisition, then reorganizes the personnel, assets and debts of the shell company, injects its own high-quality assets and business into the shell company, and realizes the indirect listing of its own assets and business.
Backdoor listing means that the parent company (group company) realizes the listing of the parent company by injecting its main assets into the listed subsidiaries. The parent company can strengthen the management of its subsidiaries, improve its business performance, promote the performance and share price rise of its subsidiaries, and enable its subsidiaries to obtain the financing qualification of allotment or issuance of new shares, and then expand its business through allotment or issuance of new shares, and finally realize the long-term development goal of the parent company and the optimal allocation of enterprise resources.
Shell listing and backdoor listing are both activities to reconfigure shell resources of listed companies, both of which are aimed at indirect listing. The difference between them is that enterprises listed on the shell first need to obtain the control right of a listed company, while enterprises listed on the backdoor already have the control right of the listed company, but there is no substantive difference between them.
In practice, backdoor listing generally means that the group company first divests a high-quality asset, then raises funds through a large proportion of rights issue of listed companies, injects key projects of the group company into listed companies, and finally injects non-key projects of the group company into listed companies through rights issue to realize backdoor listing. Slightly different from backdoor listing, shell listing can be divided into two steps, that is, first acquire and hold a listed company, and then use this listed company to inject other assets of the shell buyer through allotment and acquisition.
How to identify valuable shell resources is a problem that shell-buying or backdoor enterprises should carefully consider. Enterprises should choose shell companies with appropriate scale according to their own operating conditions, assets, financing capacity and development planning. Shell companies should have a certain quality, not too many debts and bad debts, and have a certain profitability and restructuring plasticity. Shell-buying companies should not only buy shells, but also find ways to reverse their operations so as to keep them. Before buying a "shell" or a "backdoor" listing, a shell-buying company should make a full cost analysis, that is, it should consider both short-term investment and long-term investment.
There are three main costs: the cost of obtaining the controlling stake in the shell company, the cost of injecting high-quality capital into the shell company, and the cost of re-operating the shell company. Among them, the re-operation cost includes the following contents: (1) the disposal cost of non-performing assets of "shell". Most companies listed by buying "shells" should rectify the poor management of shell companies and deal with the original inferior assets; (2) Make major adjustments to the operation and management of shell companies, including changes in systems and personnel that require a lot of management expenses and financial expenses; (3) In order to change the bad image of shell companies and gain the trust of the public and investors, it is necessary to invest capital in vigorous publicity and planning; (4) the cost of maintaining the continuous operation of shell companies; (5) the cost of maintaining the performance of the shell company after holding. In order to realize the steady growth of shell company's performance, the company that obtains holding must support shell company to some extent.
In addition to considering the above costs, due to the common phenomenon of whitewashing financial statements of listed companies in China, there are still problems such as information asymmetry and shell companies hiding unfavorable information, and there are quite a few unknown matters. Therefore, when buying shells, we should also fully consider the risks of shell resources. Before deciding to buy a shell and go public, the decision-makers of enterprises should comprehensively consider and weigh the advantages and disadvantages according to their own specific conditions, and have careful plans and full preparations from strategy formulation to implementation: First, they should fully investigate and accurately judge the true value of the target enterprise, and must understand the shell company from various angles before the acquisition; Secondly, we should pay full attention to the special debts and superficial matters of state-owned companies caused by the traditional system, consider the difficulty of enterprise restructuring after the acquisition, pay full attention to the original internal management system and management structure of listed companies, and evaluate how to integrate the management system after the acquisition, as well as the possible resistance and implementation cost of the management structure; Finally, we should give full consideration to the corporate culture conflict between shell buyers and shell companies and its influence degree, and consider the risks existing in shell selection, shell purchase and shell listing, including shell companies deliberately concealing debts, government intervention, wrong choice of intermediary institutions, shell companies setting obstacles, high financing costs, asset restructuring risks and so on.
In short, buying a shell or backdoor listing is an effective scheme for enterprises to raise low-cost funds in the capital market. Shell-buying companies should make full use of their own advantages, with the help of all parties, step into the threshold of capital market through shell-buying or backdoor listing, and at the same time use the operation of shell-buying listing scheme to improve the operation mode of enterprises, establish and improve the modern enterprise system, improve the corporate governance structure, and realize the goal of backdoor listing of enterprises as a whole.