Unlisted companies achieve the purpose of listing through backdoor listing. The operating process of backdoor listing is mainly divided into two steps The first step is equity transfer, that is, buying a shell. In fact, it is to control the decision-making of enterprises by looking for companies with operational difficulties in the stock market and buying part of their shares. The second step is asset replacement, that is, shell replacement. Below, the editor will give you a detailed introduction to the knowledge of backdoor listing.
First, the backdoor listing process
In practice, backdoor listing generally means that the group company first divests a piece of high-quality assets, then injects the key projects of the group company into the listed company through a large proportion of allotment or additional issuance, and finally injects the non-key projects of the group company into the listed company through allotment or additional issuance to realize backdoor listing.
The first step of backdoor listing: equity transfer (shell purchase)
By looking for those companies that have difficulties in operation in the stock market and buying some of their shares, the purpose of controlling enterprise decision-making can be achieved. Buying shares of listed companies is generally divided into two types:
1. Buying unlisted state-owned shares or legal person shares generally costs less, but there are many obstacles. On the one hand, whether the original holder agrees, on the other hand, this transfer must be approved by government departments.
2. Buying shares of listed companies directly in the stock market is suitable for those companies with a high proportion of tradable shares in the total share capital. However, this method is usually expensive. Because once you start buying shares of listed companies in the secondary market, it will inevitably lead to the rise of the company's share price and the increase of acquisition costs.
The second step of backdoor listing: asset replacement (shell replacement)
Selling the original bad assets of shell companies and injecting high-quality assets into shell companies will fundamentally change the performance of shell companies and enable shell companies to qualify for rights issue. If the company's performance is maintained at a high level, the company can raise funds at a higher allotment price in the stock market.
"backdoor listing": backdoor listing of unlisted companies is somewhat similar to shell listing, but both of them are activities to reconfigure the "shell" resources of listed companies, with the aim of listing. The difference between the two is that the listed companies need to obtain the control right of a listed company first, while the listed companies with backdoor have the control right of the listed company, which investors should pay attention to.
Second, information disclosure.
By means of agreement transfer, when the shares of a listed company intend to reach or exceed 5% of the issued shares of a listed company, investors and their concerted actions shall prepare a report on the change of equity within 3 days from the date of this fact, submit a written report to the China Securities Regulatory Commission and the stock exchange, send a copy to the dispatched office, and notify the listed company and make an announcement.
1. If an investor and his concerted parties are not the largest shareholder or actual controller of a listed company, and their equity shares reach or exceed 5% of the company's issued shares, but not reach 20%, a simplified equity change report shall be prepared.
2. If the shares in which investors and their concerted parties have interests reach or exceed 20% of the issued shares of a listed company, but not more than 30%, a detailed report on the change of interests shall be prepared.