香港借壳上市的历史流变和现状澄析（中）

Core Insights - The article reviews the evolution of backdoor listings in Hong Kong over the past 40 years, categorizing it into three stages: early exploration, regulatory games, and comprehensive tightening. The traditional "shell acquisition - capital injection" model ended after the new regulations in 2019 [4][13] - The article provides a panoramic insight into the current market post-2019 regulations and offers practical survival guidance for mainland companies seeking backdoor listings in Hong Kong [4][35] Group 1: Current Status of Backdoor Listings - Case Study 1: The failure of WM Motor's backdoor listing through Apollo Travel highlights the challenges faced by companies with poor fundamentals, emphasizing that stringent regulations serve as a filter [5][10] - WM Motor's financial crisis included cumulative losses of 17.4 billion yuan from 2019 to 2021 and a current debt of approximately 20.4 billion yuan, leading to a situation of insolvency [6][10] - The transaction process for WM Motor's backdoor listing was abruptly terminated due to market instability and the company's application for bankruptcy restructuring in October 2023 [9][10] Group 2: Policy Implications from WM Motor's Case - The case illustrates that Hong Kong's regulatory framework prioritizes substance over form, indicating that the exchange will scrutinize the commercial essence of transactions rather than just their legal arrangements [12][14] - Successful capital operations must demonstrate that the merger creates a synergistic effect, enhancing the quality and sustainability of the listed platform [14] Group 3: Successful Case of Yiteng Pharmaceutical and Jiahe Biology - Case Study 2: The merger between Yiteng Pharmaceutical and Jiahe Biology showcases a successful path through deep industry collaboration under strict regulatory frameworks, leading to a successful backdoor listing [15][19] - The merger was structured as a share exchange, with Yiteng's shareholders retaining approximately 77.43% of the new entity, which was later renamed "Yiteng Jiahe" [18] - The success of this transaction stemmed from its solid commercial logic, creating real synergistic value and aligning with Hong Kong's regulatory goal of enhancing the quality of listed companies [19][20] Group 4: Insights from "Jiao Ge Peng You" Case - Case Study 3: The backdoor listing of "Jiao Ge Peng You" through Century Ruike represents a successful example of avoiding reverse acquisition scrutiny by employing a carefully structured transaction [23][34] - The transaction involved a gradual integration strategy, allowing the company to maintain its original business while expanding into new areas, thus avoiding triggering regulatory concerns [31] - This case demonstrates that the path for pure backdoor listings is not entirely closed, but requires meticulous planning and a strong collaborative relationship between the parties involved [33]