1, IPO listing (IPO listing)
Initial public offering (IPO listing) refers to the company's application to the securities management department according to relevant laws and regulations. After examination, the securities management department meets the issuance conditions and agrees that the company can be directly listed on the securities market by issuing a certain number of public shares.
In order to curb the overheating of real estate development and remove the elements of economic bubble, China banned the IPO listing of real estate companies from 1995. After years of adjustment, the real estate market is facing new development opportunities. Since 200 1, with the listing of Tianhong Baoye, the country began to lift the ban, and the capital market reopened to real estate enterprises after eight years. Since 200 1, four real estate companies in China have applied for IPO listing through CSRC.
2. Buy a shell and go public
Listing by shell means buying the controlling stake of a legally listed company (shell company) in the securities market, mastering the controlling stake of the company, injecting the company's assets and business into the shell company through asset restructuring, and directly obtaining the listing qualification without applying for listing and issuing new shares.
3. Comparison between IPO and IPO
In China, not all enterprises can achieve the listing goal through IPO application. First, the company law sets strict conditions for the IPO application of enterprises; Secondly, the relevant administrative departments are quite strict in reviewing the IPO applications of private enterprises; In particular, it is more cautious to examine the listing application of real estate enterprises. Since the IPO of real estate enterprises resumed in 200 1, there are nearly 180 IPO companies in China stock market, but there are only 4 IPO companies in the real estate industry, all of which are controlled by state-owned shares, which illustrates this problem. Therefore, it is expected that the road for private enterprises to apply for IPO listing will be bumpy and arduous. Especially on September 2 1 2003, China Securities Regulatory Commission issued a notice to raise the threshold of IPO companies, explicitly requiring that limited companies must be established for three years before applying for IPO, except for the overall changes of state-owned enterprises and limited companies, and so on, which basically blocked the way for private enterprises to apply for listing through IPO and quickly enter the capital market.
In contrast, the advantages of buying a shell for listing are: it will not be discriminated by laws and regulations because it is a "private enterprise"; Avoid the harsh requirements of IPO on industrial policy; There is no need to consider the special requirements of IPO listing on business history, equity structure, asset-liability structure, profitability, major asset (debt) restructuring, control and management stability, corporate governance structure and many other aspects; As long as the enterprise is engaged in legal operation, has sufficient economic strength and meets the restrictions on the proportion of foreign investment in the company law, it can buy other people's shells for listing.
The advantage of listing by buying a shell is that the time to market is fast, saving time and cost, because there is no need to wait in line for approval, and the listing plan can be completed by reorganizing and integrating the business after buying a shell. In contrast, a complete IPO listing plan is expected to take 3-5 years at the earliest.
After listing by buying a shell, we can improve the operating conditions of listed companies through asset and business restructuring, maintain good financing channels, and raise development funds from the public. By purchasing the high-quality assets of our holding group company, listed companies can obtain good business projects, further improve their business performance, and maintain the possibility of refinancing. Private enterprises can obtain valuable development funds, actively explore the market, and rapidly develop and expand their own strength. At the same time, the improvement of operating performance can also enhance the company's market image, especially to make the stock price higher than the net assets per share, obtain "premium" income, and sell the stock at the right time to cash in its "premium" value-added part, thus realizing the preservation and appreciation of investment.
4. Comparison between Hong Kong and Mainland securities markets.
You can choose to buy shells in China or in Hong Kong. The choice of listing place is very important, among which the consideration of stock liquidity is an extremely important factor. Due to historical reasons, among the 1400-odd stocks listed on the Shenzhen-Shanghai Stock Exchange in the Mainland, except for five stocks such as Founder Technology, Xingye Real Estate, Le Fei Audio, Aishi and Shenhua Holdings, a considerable number of other listed companies are temporarily unable to circulate, and most of them are non-tradable. If you want to buy a shell, you have to buy shares that cannot be circulated for the time being. As far as the market is concerned, "any buying is for selling". As far as the long-term business strategy of private enterprises is concerned, it is also a problem that must be considered at present to choose the right time to withdraw from the listed shares in the future. In view of this, the domestic stock market with poor liquidity and inherent deficiency of exit mechanism is slightly insufficient compared with the Hong Kong stock market.
On the contrary, after listing on the Hong Kong Stock Exchange, due to the full circulation of its shares, the exit mechanism of listed companies is quite perfect, which also improves the good guarantee for the realization of the above-mentioned share price "premium" income. Considering the liquidity alone, buying shells in the Hong Kong market is more in line with the needs of private enterprises to withdraw in the future.