First, the reasons for the formation of backdoor listing
Generally speaking, listed companies purchased by enterprises are all companies whose main business is difficult. After an enterprise acquires a listed company, in order to achieve the purpose of financing in the securities market, it will generally inject some high-quality assets into the listed company to make its performance meet the standards set by the management for participating in the rights issue. In addition, the better the performance of listed companies, the higher the rights issue price and the more funds raised by enterprises.
Second, the benefits of backdoor listing
Backdoor listing has incomparable advantages over direct listing. The most prominent advantage is that the shell company's profitability has been greatly improved due to asset replacement, and its value in the stock market may increase rapidly, so the value of equity purchased by enterprises may also increase exponentially, and the income obtained by enterprises may be very huge.
Third, matters needing attention in backdoor listing
1. Identify valuable shell resources.
How to identify valuable shell resources is a problem that shell buying enterprises should carefully consider. Shell-buying enterprises should choose shell companies with appropriate scale according to their own operating conditions, assets, financing capacity and development planning. Shell companies should have certain quality, profitability and restructuring plasticity, and should not have too many debts and bad debts. Buyers should not only get this "shell", but also find ways to reverse the operation of the shell company, so as to keep this "shell".
2. Do a good job of cost analysis.
It is very important to do a full cost analysis when purchasing shell resources.
The cost of purchasing shell resources includes three parts: the cost of obtaining the controlling share of shell company, the cost of injecting high-quality capital into shell company and the cost of re-operating shell company. The cost of re-operation includes the following:
(1) Disposal cost of "shell" non-performing assets. 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.
3. Other matters needing attention
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 of all, we should fully investigate and accurately judge the true value of the target enterprise, and understand the shell company from many aspects and 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.