The so-called shell 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. There have been many cases of backdoor listing in the domestic securities market. ?
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. ?
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. ?
Shell listing and backdoor listing generally involve a large number of related transactions. In order to protect the interests of small and medium-sized investors, it is necessary to fully, accurately and timely disclose the information of these related transactions in accordance with relevant regulatory requirements.
Overall listing refers to the practice that a company converts its main assets and business into a joint-stock company listing. With the increasing demands of China Securities Regulatory Commission on the business independence of listed companies, overall listing has increasingly become the main way of initial public offering and listing. Split listing refers to the practice that a company converts some of its assets, businesses or subsidiaries into joint-stock companies for listing.
Because there are many connections in the company's internal business, spin-off listing will easily lead to related transactions between listed companies and their controlling shareholders and their subordinate enterprises, as well as horizontal competition problems, so the regulatory authorities have higher requirements for the business independence of the spin-off listing part. For example, in the Notice of CSRC on Further Regulating the Work Related to Initial Public Offering and Stock Listing, it is required that the company to be listed not only maintain the independence of personnel, assets and finance, but also require that there is no horizontal competition between the company to be listed and the controlling shareholder, and any form of related transactions with the controlling shareholder shall not exceed 30% of similar businesses.
Although there are more and more new listed companies listed as a whole, many of the original listed companies are split. In addition to listed companies, the controlling shareholders also have a large number of related businesses other than listed companies, which may lead to a large number of related transactions between listed companies and controlling shareholders, on the other hand, it is not conducive to the integration and optimization of the overall resources of the group. Therefore, many controlling shareholders seek overall listing through some means. For example, the case that TCL Group went public through the merger of TCL Communication, and the plan that WISCO issued 9 billion shares to acquire the steel assets of WISCO Group are all ways to realize the overall listing of the group. In the case of TCL, the whole group was directly listed, TCL Group issued new shares, replaced the tradable shares of TCL Communication with some new shares, and TCL Communication was delisted at the same time. In the case of WISCO, WISCO acquired the main steel assets of WISCO after issuing new shares through WISCO's platform, and realized the overall listing of WISCO's steel industry.