1, which can avoid the lengthy approval process and many performance disclosure and financial investigation processes in the listing process, thus saving the listing cost;
2. You can make full use of the brand effect before the "shell company" to save financing costs;
3. We can make full use of valuable business philosophy, customer relationship and other resources of Shell Company.
Buying a shell and listing in Hong Kong should pay attention to the following five aspects:
First, continue to carry out business and avoid closure.
There are no zero-asset or pure cash listed companies in Hong Kong, and such companies cannot be listed in Hong Kong, otherwise they will be suspended. However, the buyer can buy a shell with a business or a shell with a shrinking business, and the price of the latter is usually lower because it is in trouble. Therefore, the buyer is likely to face the situation that the business of the acquired object basically stops. Unless the buyer can inject capital to start new business in a short time or assist the shell company to recover in the early stage, it may face the risk of not being able to resume trading.
Second, avoid IPO audit standards when injecting assets.
In recent years, Hong Kong's supervision on asset injection after shell purchase has been greatly tightened. It is stipulated that within 24 months after the buyer becomes a shareholder holding more than 30% common stock, any index of accumulated assets injected by the buyer is higher than 65,438+000% of any of the five test indexes of shell company's income, market value, assets, profit and equity. Then the transaction constitutes a very important transaction, and the injection may be approved according to the standards of the new listing application. This regulation has greatly raised the threshold for backdoor listing in Hong Kong, and many mainland enterprises' overseas listing plans have gone through strict and complicated review and were eventually forced to abort.
Third, fully consider their own financial strength.
According to Hong Kong's Code of Corporate Takeovers, Mergers and Share Repurchases, if a new shareholder holds more than 30% of the shares, he may be required to make a comprehensive tender offer to all shareholders and prove that the buyer has the necessary funds for the acquisition. In order to reduce the cash used in the acquisition, it is necessary to obtain a comprehensive acquisition exemption (also known as "cleaning exemption") from the Hong Kong Securities Regulatory Commission, but the approval rate of this application is not high. Before deciding whether to choose this mode, financiers who want to buy shells in Hong Kong should carefully consider their own financial strength, financing arrangements, the attractiveness of shell companies to investors and the urgency of listing.
Fourth, guard against the risk of violation.
In order to reduce the cost and avoid the restriction that the company is treated as a new listing, some buyers choose to continue to hold more than 30% of the shares through agents after obtaining nearly 30% of the shares. This action violates the regulation that shareholders should truthfully disclose their rights and interests, and once proved, they may face criminal charges.
Verb (abbreviation for verb) avoids artificial trap.
There are two major risks in buying shells: first, there may be undisclosed potential liabilities, non-performing assets or legal disputes in the past operations of shell companies; Second, the behind-the-scenes operation of shell company shareholders, a large number of undisclosed tradable shares in their hands as a check and balance of voting rights, hindered the buyer's subsequent financing and operation. Huang Guangyu, the major shareholder of Gome (00493). HK), set up by behind-the-scenes traders of shell companies in Hong Kong, was forced to buy back shares in the market at a high price and suffered heavy losses. If the listed shell company can't give full play to its financing ability and even cause the financial burden on the buyer, this move will lose its value. Therefore, when choosing a shell company, we should make a careful investigation, fully understand its financial situation, check the potential controllers, and consider the assets, injection time and scale of listed companies in the future to improve the success rate and quality of financing.