New rules for backdoor listing of real estate companies

How to finance the backdoor listing of real estate

What substantive and procedural legal issues should be paid attention to in backdoor listing?

Matters needing attention in backdoor listing and merger and acquisition of companies

What are the criteria and conditions for a company to go public by backdoor?

Does the new rules for major asset restructuring require ipo standards for all restructuring targets?

Q/KLOC-0: How to finance the backdoor listing of real estate?

Backdoor listing of real estate companies has become a trend in the last two years, and the development of these companies after their successful listing has also become the focus of investors' attention. Recently, the reporter participated in the strategic development seminar of Guangzhou Evergrande Real Estate. Researchers and investment managers from more than 65,438+00 securities companies and fund companies attended the meeting and expressed their opinions on the development strategies of listed companies. Industry experts generally believe that the two major elements of the development of real estate enterprises are capital and land reserve. Now the land is subject to the policy of public bidding, auction and hanging, and the land reserve capacity ultimately depends on the financial strength; However, there are not many sources of development funds for China real estate companies. Bank loans, advance payments and self-owned funds are the three main sources. In recent years, the banking system attaches great importance to the possible real estate credit risk, and the threshold of real estate pre-sale permit is getting higher and higher. Backdoor listing and refinancing have become an ideal channel for real estate enterprises to seek development. According to statistics, in recent years, there are 24 companies whose actual controlling shareholders have changed and the new controlling shareholders have developed in the real estate industry, of which only 4 companies have issued additional shares and 2 companies have obtained rights issues, which means that 75% of shell companies have not yet achieved the financing purpose. Experts attending the meeting believe that the main reasons for this situation are as follows: First, China's capital market has strict requirements for refinancing of listed companies, and real estate companies have large fluctuations in performance and high debts, making it difficult to meet the requirements. Secondly, the backdoor listing time of most companies is not long. The trend of backdoor listing of real estate companies in China was at the end of 20001early 2000. It has only been more than a year now, and the shortest time for listed real estate companies to refinance is 2.2 years. Real estate researchers of various securities companies believe that the real estate industry is prone to performance fluctuations due to the "development-sales" cycle, and its management structure is not in line with the requirements of listed companies. To achieve refinancing, the most important thing is to maintain stable performance and standardize governance according to the requirements of listed companies. To solve this problem, we should mainly start from the following aspects. First, it is necessary to formulate a long-term strategy for its own development, so as to keep the development projects connected, thus maintaining stable performance. For example, the project developed by Shenzhen Vanke has the characteristics of full connection, which has reached a virtuous circle of listed companies' annual start-up and hot sales, enabling the company to maintain stable and high-quality performance and continuous refinancing ability, and finally become a large and strong real estate stock with excellent performance. Second, we can do some legal technical treatment. In revenue recognition, real estate enterprises can adjust the completion time to make the distribution of sales revenue more reasonable. In financial treatment, it is also beneficial to do some technical operations on three accounting subjects: inventory, accrued expenses and intangible assets. Third, you can operate or lease some of your own properties, get a fixed income every year, and achieve the goal of stable performance. For example, after the backdoor listing of Beijing Financial Street, due to stable property rental income and certain land development, the annual return on net assets remained above 10%, and in 2002, it successfully refinanced 40 10/00000 yuan. For another example, Longfa Co., Ltd. has stabilized the company's income by purchasing the rental property of Tianyu Garden, a prime location in Guangzhou with the most stable income. In terms of standardized governance, real estate companies must increase the intensity of standardized governance after the company's backdoor listing. A good public image is of great significance to listed companies, and the key to shaping a good capital market image is to disclose information well and establish a good investor relationship. The most important thing is to standardize the governance of the company itself. Including the standardization of the company's daily decision-making management, the clarity of the incentive mechanism and restraint mechanism, and the readjustment of the development strategy to meet the requirements of the capital market.

Q2: What substantive and procedural legal issues should be paid attention to in backdoor listing?

securities laws

Q3: Matters needing attention in backdoor listing.

There are two key steps in backdoor listing:

1) Acquisition of Shell and related assets. Backdoor listing generally appears in the form of mergers and acquisitions, that is, the acquisition of a poorly managed listed company, and then the acquirer becomes the major shareholder or actual controller of the listed company. The operation of this step is mainly the business of enterprise merger and acquisition, generally the overall acquisition, including assets, liabilities and owners' equity. Debt acquisition should sign a tripartite agreement with creditors.

2) Resource integration. Mainly asset replacement, replacing the bad assets of the original listed company with the excellent assets that the acquirer (controlling shareholder) can bring economic benefits to the enterprise. This step is mainly non-monetary transactions (the original assets are sold to the original shareholders, and the new assets enter the listed company) or related party transactions (the listed company directly purchases the high-quality assets of the controlling shareholder). After purchasing assets, the related income of these assets will bring benefits to listed companies. That's why we often see listed companies buy * * * assets, or listed companies invest * * * million yuan to buy * * * assets, or sign a new * * * contract with a million yuan, and so on. These announcements are actually the follow-up effects of new assets.

Others are related operations required by the CSRC, and the procedures are more complicated, generally taking 2 to 3 years. However, there is no need for indicators such as backdoor listing.

Q4: What are the criteria and conditions for the backdoor listing of companies?

Definition of backdoor listing

Backdoor listing or backdoor reorganization refers to the major asset reorganization stipulated in Article 12 of the Reorganization Measures, that is, the total assets purchased by the listed company from the acquirer from the date when the control right of the listed company changes, accounting for more than 100% of the total assets at the end of the audited consolidated financial accounting report of the previous fiscal year.

Standards and conditions for backdoor listing

The criteria for backdoor listing are: in addition to meeting the conditions stipulated in Articles 10 and 42 of the Restructuring Measures, the business entity corresponding to the assets purchased by the listed company should have been in business for more than 3 years, and the net profit in the last two fiscal years is positive and the accumulated amount exceeds 20 million yuan. If the assets purchased by a listed company belong to specific industries such as finance and venture capital, it shall be stipulated separately by the China Securities Regulatory Commission.

After the completion of backdoor listing, the listed company shall abide by the relevant provisions of the China Securities Regulatory Commission on the governance and standardized operation of listed companies, be independent of the controlling shareholder, actual controller and other enterprises controlled by them in business, assets, finance, personnel and institutions, and have no horizontal competition or obviously unfair related transactions with the controlling shareholder, actual controller and other enterprises controlled by them.

The information comes from the Internet and is for reference only.

Q5: Does the new regulation of major asset restructuring require ipo standard?

in my opinion

In the case of major asset restructuring, you wrote a new rule.

In the case of IPO, the CSRC can supervise, and the supervision of general unlisted enterprises is far from IPO.

So personally, your question should be a positive answer.

In addition, if there is a major asset reorganization, the IPO must be announced and disclosed.

Q6: Are the Measures for the Administration of Major Asset Restructuring applicable to the issuance of shares and the purchase of assets?

In the process of merger and reorganization of listed companies, does the number of issuers who issue shares to specific targets to purchase assets not exceed 10 or 200? China Securities Regulatory Commission Time: 20 12 07 16: A: According to the provisions of the Securities Law, if more than 200 securities are issued to a specific object, it is a public offering. The Measures for the Administration of Securities Issuance of Listed Companies stipulates that the number of non-public offering objects shall not exceed 65,438+00. The Measures for the Administration of Major Asset Restructuring of Listed Companies does not clearly stipulate the object of issuing shares to purchase assets. The difference between non-public offering of shares to raise funds and issuing shares to buy assets: First, the way to determine the issuing object is different. When making an administrative licensing decision on the funds raised by non-public offering of shares, the issuing object is usually uncertain and needs to be determined through inquiry; The transaction purpose of issuing shares to purchase assets is mainly to purchase the underlying assets held by the issuer. When the issuance plan was first announced, the issuer was clarified. Two, the issuance of shares to buy assets is usually to buy the equity of the target company from the shareholders of a limited liability company or a joint stock limited company. The Company Law requires a limited liability company to have less than 50 shareholders, and an unlisted company limited by shares generally has less than 200 shareholders. If the target company does not exceed 10, it is often impossible to buy all the shares or controlling shares of the target company at one time by issuing shares to purchase assets, which will have an impact on the efficiency of mergers and acquisitions of listed companies. In practice, there have been many cases in which listed companies convert shares to absorb non-listed companies with more than 10 shareholders but no more than 200 people. Therefore, in the implementation of mergers and acquisitions of listed companies, in principle, no more than 200 issuers can issue shares to specific targets to purchase assets.