The main reasons are as follows: First, A shares adopt the audit system, which involves many contents and takes a long time. A few years ago, it also caused an "IPO barrier lake". After the last chairman took office, the IPO was accelerated and a large number of new shares were issued, and the "IPO barrier lake" quickly bottomed out. Although the number of initial public offerings accepted by the CSRC has dropped significantly, it does not mean that listing will become easy because the meeting rate is low. In 20 18, the audit committee handed over the report card, and 199 enterprises attended the meeting (including cancellation of audit, suspension of voting and second meeting), with the attendance rate of 55.78% and the rejection rate of 29.65%. The meeting rate decreased and the veto rate increased obviously, indicating that it is not so easy to pass the IEC. Since the change of the audit committee of the CSRC, the proportion of personnel in the supervision system of the CSRC has exceeded 50%, the audit system has changed and the audit environment has become severe. It took time and money to prepare for the listing, but it was ok in the end. If you fail in the end, you will lose your wife and lose your soldiers, so backdoor listing is a good choice.
Second, A-shares have high requirements for the profits of listed companies, and many companies that want to raise funds on a large scale through listing cannot meet the requirements. In particular, start-up Internet companies, despite their rapid growth, have not yet started to make steady profits, or even made no profits. Such companies often have great development potential, ranging from giants such as Ali, Tencent and Baidu to interesting headlines, TouchPal and Pinduoduo, all of which have been listed overseas.
Third, according to China's company law, joint-stock companies can only "share different rights" and directly exclude companies with "share different rights" from the listing list. HKEx missed Alibaba because it could not accept Alibaba's different voting rights structure. Later, the Hong Kong Stock Exchange announced reform measures to allow the same share to be listed in Hong Kong in the form of different rights, and Xiaomi was included. Li Xiaojia, CEO of HKEx, once mentioned in public that HKEx has a "farmer logic": Because Alibaba has been listed in the United States, Xiaomi will be listed in the United States if we don't change it. Big A shares should also learn from Hong Kong stocks, so as to truly retain powerful enterprises.
So, what are the benefits of backdoor listing? Let me briefly summarize, first of all, the biggest advantage is that the listing cycle is fast and the requirements are low, as long as there are funds. Secondly, it bypasses the audit of the audit Committee and saves the IPO listing cost. Finally, you can control the pricing when you go public.
How to go public by backdoor? The backdoor process is divided into two steps. The first step is to obtain the control right of the shell company, which can be realized by means of equity transfer, issuing new shares and indirect acquisition. The second step is to reorganize the assets of the shell company in two steps: release the original assets and liabilities of the shell company and put the assets and liabilities of the backdoor enterprise in.