【推荐】港交所买壳上市交易结构设计流程及核心要点|附下载

Core Viewpoint - Reverse Takeover (RTO) is an important pathway for domestic companies to list in Hong Kong, allowing non-listed companies to acquire control of listed shell companies and inject core assets to achieve indirect listing, offering a more flexible process compared to Initial Public Offerings (IPOs) [2] Group 1: Transaction Structure Design - The transaction process for RTO includes six key stages: preparation, due diligence, structure design, negotiation and signing, approval and delivery, and asset injection, all of which must comply with the regulations of the Hong Kong Stock Exchange and mainland authorities [3] - The preparation phase involves identifying targets and selecting shell companies [4] - Due diligence serves as a "firewall" covering legal, financial, and business aspects to identify risks and establish valuation [5] Group 2: Key Considerations in Transaction Structure - The quality of the shell company is crucial, with selection criteria including market capitalization (ideally between 1-5 billion HKD), concentrated shareholding, clean financial status, compliance record, and business attributes [5] - Legal due diligence checks ownership rights, company bylaws, pending litigation, and regulatory compliance [5] - Financial due diligence focuses on verifying the balance sheet, income statement, and cash flow statement for hidden debts or inflated revenues [5] - Business due diligence assesses the market competitiveness and feasibility of divesting the original business [5] Group 3: Negotiation and Approval - Negotiation involves determining transaction terms, risk sharing, and ensuring legal compliance [6][10] - Approval processes include obtaining necessary regulatory approvals from the Hong Kong Stock Exchange and the China Securities Regulatory Commission, especially if the asset injection significantly alters the shell company's business [10][11] Group 4: Asset Injection and Compliance - Asset injection is a critical step where the issuer's core assets are integrated into the shell company, transforming its main business [7] - Compliance with the Hong Kong Stock Exchange's new listing requirements is essential, including profitability and operational sustainability [10][11] - Tax planning is important to leverage Hong Kong's tax benefits and avoid double taxation [10][12] Group 5: Common Pitfalls and Strategies - Common pitfalls include hidden debts in the shell company, control disputes, non-compliance with new listing standards, and regulatory approval failures [10][12] - Strategies to mitigate these risks involve thorough due diligence, maintaining sufficient shareholding post-acquisition, and ensuring compliance with regulatory requirements [10][12]