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借壳上市门槛有多高?这些硬性指标让多数企业望而却步!
Sou Hu Cai Jing· 2025-06-21 12:13
Core Viewpoint - The recent announcement by Zhongji Health to acquire at least 75% of Xinjiang Xinye Energy Chemical Co. has reignited discussions on backdoor listings in the A-share market, raising questions about the feasibility and requirements for such transactions under the new comprehensive registration system [2][4]. Group 1: Backdoor Listing Process - Backdoor listing allows unlisted companies to gain control of listed companies through acquisitions or asset swaps, serving as a shortcut to capital markets [2]. - Ideal shell companies for backdoor listings typically have small share capital, dispersed ownership, and low market value, making them easier to acquire at a lower cost [2][5]. - Zhongji Health's market value before the acquisition was only 2.322 billion RMB, making it a suitable shell for the transaction [2]. Group 2: Requirements for Successful Backdoor Listings - Acquiring companies must have a solid track record, with the target assets needing to have been operational for over three years and generating a cumulative net profit of over 20 million RMB in the last two fiscal years [3]. - For main board listings, the target assets must have a cumulative net profit of at least 150 million RMB over the last three years, with the most recent year's profit not less than 60 million RMB [3]. - The total assets injected by the acquiring company must exceed 100% of the total assets reported in the last audited financial statement before the change of control [3][5]. Group 3: Current Landscape and Challenges - Since 2021, only 14 companies have disclosed backdoor listing announcements, with three failing, and no companies announced such plans in 2024 until Zhongji Health's case in early 2025 [4]. - The normalization of IPOs under the comprehensive registration system has led many companies to prefer direct listings over the risks associated with backdoor listings [4]. - Regulatory enhancements on "cash restructurings" have further limited opportunities for companies attempting to bypass regulations [4]. Group 4: Strategic Considerations - Backdoor listings may still hold value for companies that do not meet IPO requirements or urgently need to go public, particularly in resource integration scenarios involving state-owned enterprises [4]. - The case of Zhongji Health and Xinjiang Xinye Energy Chemical illustrates that such transactions can focus on strategic alignment and resource optimization rather than solely on financial metrics [4].
这家公司卖壳失败,现要剥离核心业务,股价涨停……
IPO日报· 2025-06-19 12:15
Core Viewpoint - The company, Beijing Airport Technology Park Co., Ltd. (referred to as "Airport Co."), plans to sell 80% of its subsidiary, Beijing Tianyuan Construction Engineering Co., Ltd. (referred to as "Tianyuan Construction"), to its controlling shareholder, Beijing Airport Economic Development Co., Ltd. (referred to as "Airport Development"), in a cash transaction, which is expected to constitute a major asset restructuring [1][2]. Group 1: Business Operations - Prior to the transaction, Airport Co.'s main business segments included construction engineering, property operation and management, and a heating service that will be integrated in 2025. Post-transaction, the company will no longer have construction engineering as part of its core business [2]. - In 2024, Airport Co. reported total revenue of 482 million yuan, with the construction segment contributing approximately 351 million yuan, accounting for over 70% of total revenue. This segment is considered the company's core business [2]. - The company incurred a net loss of 96 million yuan in 2024, primarily due to losses from Tianyuan Construction, which reported a loss of 91.24 million yuan and negative cash flow from operating activities of 17.43 million yuan. The losses were attributed to increased procurement costs and labor costs due to market and local government policy changes [2]. Group 2: Financial Performance - From 2020 to 2024, Airport Co.'s revenue showed a declining trend: 1.118 billion yuan in 2020, 1.013 billion yuan in 2021, 653 million yuan in 2022, 517 million yuan in 2023, and 482 million yuan in 2024. The net profits during the same period were 5 million yuan, -51 million yuan, -53 million yuan, -127 million yuan, and -119 million yuan, indicating continuous losses over four years [5]. - The company had previously considered a shell sale, which ultimately failed. In late 2021, a plan to acquire Ruineng Semiconductor Technology Co., Ltd. was announced but was later terminated due to disagreements on key terms among the parties involved [5][7].
又一企业跨界储能!
起点锂电· 2025-06-19 10:18
Group 1 - The event theme is "Battery Swap City, Smart Two-Wheelers," organized by Qidian Lithium Battery, Qidian Sodium Battery, Qidian Two-Wheelers, and Battery Swap [2] - The event will take place on July 10-11, 2025, at the DENGXILU International Hotel in Bao'an, Shenzhen [2] - Qidian Lithium Battery reported that Taihe Intelligent plans to acquire 100% equity of Anhui Sunshine Yuchu, a subsidiary of Sunshine New Energy, for approximately 45.8 million yuan [2][3] Group 2 - Taihe Intelligent is primarily engaged in intelligent sorting and packaging equipment, while Sunshine Yuchu focuses on industrial and commercial energy storage investment and operation [2][3] - The acquisition is seen as a cross-industry move, with Taihe Intelligent lacking experience in energy storage, which poses significant operational risks [2][3][8] - Both companies have poor financial conditions, with Sunshine Yuchu reporting revenue of approximately 19.8 million yuan and a net loss of about 6.13 million yuan in 2024 [4][5] Group 3 - Taihe Intelligent's net profit has been declining from 87.46 million yuan in 2017 to 11.31 million yuan in 2023, with three consecutive years of losses from 2021 to 2023 when considering non-recurring profits [5] - However, Taihe Intelligent's performance showed signs of recovery in 2024, with net profit increasing to 21.47 million yuan [6] - The acquisition raises questions about how Taihe Intelligent will manage operations without prior experience and the responsibilities it will assume post-acquisition [8] Group 4 - Sunshine New Energy recently became a major shareholder of Taihe Intelligent, acquiring 10.24% of its shares in October 2022, leading to a restructuring of Taihe Intelligent's board [3][9] - The acquisition is perceived as a resource integration strategy amid fierce competition in the energy storage industry [3][7] - There are concerns regarding the potential for a backdoor listing, although Sunshine New Energy has stated that it has not indicated intentions to use Taihe Intelligent for this purpose [9]
震安科技实控人欲2.72亿元转卖控制权,新主“卖身”失败存“借壳”预期
Tai Mei Ti A P P· 2025-06-18 11:57
Core Viewpoint - The announcement of a change in control at Zhenan Technology (震安科技) following the signing of a share transfer agreement between its controlling shareholder Huachuang Sanxin and Shenzhen Dongchuang Technology Co., Ltd. has led to significant market reactions, including a 20% increase in stock price despite the company's declining performance and revenue [2][3][4]. Group 1: Company Performance - Zhenan Technology has raised over 840 million yuan through three rounds of fundraising since its IPO, but these investments have not yielded expected returns, resulting in a cumulative loss of 22.95 million yuan from its six major projects by the end of 2024 [3][4]. - The company's revenue has halved from 897 million yuan in 2022 to 417 million yuan in 2024, with a record net loss of 144 million yuan, attributed to adjustments in sales and collection policies [4][5]. - The stock price has shown a "V" shaped decline, dropping from a peak of 105.62 yuan in October 2021 to around 10 yuan in recent months, reflecting ongoing financial struggles [4][5]. Group 2: Share Transfer and Control Change - The share transfer involves Shenzhen Dongchuang acquiring 100% of Huachuang Sanxin for 616 million yuan, while the current actual controller Li Tao relinquishes voting rights on 12% of his shares, retaining 5.28% voting rights [3][4]. - Following the transaction, Shenzhen Dongchuang will indirectly control 18.12% of Zhenan Technology, with new controllers Ning Huaxiang and Zhou Jianqi taking over [3][4]. Group 3: Market Reactions and Expectations - The market has reacted positively to the news of the control change, with Zhenan Technology's stock hitting the daily limit up, indicating investor optimism about potential restructuring or revitalization under new management [2][5]. - There are strong expectations of a "backdoor listing" as Shenzhen Dongchuang enters Zhenan Technology, given its previous failed attempts to sell itself and the lack of success in its IPO efforts [5][6].
孙宇晨旗下加密平台拟进行IPO,波场代币TRX暴涨526%
Hua Xia Shi Bao· 2025-06-17 12:50
Core Insights - Tron is planning to go public through a reverse merger with SRM Entertainment, following the suspension of investigations by U.S. regulators [2][7] - The announcement has led to significant price increases for both Tron’s TRX token and SRM’s stock, with TRX reaching $0.295 and SRM experiencing a peak increase of 526.21% [2][5] Company Overview - Tron, founded by Justin Sun in September 2017, is a decentralized blockchain platform that supports smart contracts and decentralized applications, with over 313 million global user accounts and a total transaction count exceeding 10.6 billion as of June 2025 [3] - Tron is the largest blockchain network for the stablecoin USDT, accounting for over 50% of its global supply, with a total stablecoin market value of $79.373 billion on the platform [3] SRM Entertainment Actions - SRM has taken several steps in response to the merger rumors, including appointing Justin Sun as a company advisor, planning to rebrand as Tron Inc., and signing a $100 million equity financing agreement [5][6] - The company has also seen changes in its board, with three members resigning and new appointments made, including Weike Sun as chairman [5] Regulatory Context - The merger comes after a period of legal scrutiny for Justin Sun and Tron, with the SEC previously filing a lawsuit against them for alleged securities violations [7] - The recent regulatory environment has shifted favorably for crypto projects, coinciding with the political landscape changes in the U.S. [7][8] Trump Family Involvement - Justin Sun has established a close relationship with the Trump family, being involved in projects associated with them and receiving public endorsements from Eric Trump [8][9] - The merger transaction is reportedly being facilitated by Dominari Securities, linked to members of the Trump family [8]
暴涨80%,姚劲波一次罕见出手
投中网· 2025-06-14 07:02
Core Viewpoint - Recent trends show that prominent figures are increasingly acquiring control of listed companies to gain financial benefits, with notable examples including Yao Jinbo's acquisition of a stake in Yiming Pharmaceutical [1][2][14]. Group 1: Acquisition Details - Yiming Pharmaceutical announced that Beijing Fuhao plans to invest 662 million yuan to acquire 23% of shares from the current controlling shareholder, Gao Fan [1]. - Following the announcement, Yiming Pharmaceutical's stock price surged, achieving a cumulative increase of 84.32% in June, reaching a market value of 4.281 billion yuan [1][15]. - The acquisition price is set at 15.1 yuan per share, indicating that Yao Jinbo has already realized a floating profit before the deal's completion [2]. Group 2: Company Performance - Yiming Pharmaceutical specializes in treatments for chronic diseases and has seen a decline in both revenue and net profit over the past two years, with projected revenues of 667 million yuan and 652 million yuan for 2023 and 2024, respectively, reflecting a year-on-year decrease of 2.27% [5]. - The company's flagship product, Miglitol tablets, accounts for over 70% of its revenue, but the company faces challenges as it has terminated a key partnership for another significant product, Guo Laopi injection [5][6]. Group 3: Performance Guarantees - To mitigate risks associated with the acquisition, Yao Jinbo has signed a performance guarantee agreement with Yiming Pharmaceutical, stipulating that the company must achieve a minimum revenue of 600 million yuan and a net profit of at least 30 million yuan annually from 2025 to 2027 [9][10]. Group 4: Market Trends - The trend of acquiring control of listed companies is not limited to industry leaders; even government entities are reportedly engaging in "shell buying" [3][16]. - Recent policies have encouraged this trend, leading to increased activity in the market for control of listed companies, with various buyers including private equity firms and government-backed funds [17][19][21].
一年狂揽超12亿,30年没涨价,江西“一元水王”借壳上市
3 6 Ke· 2025-06-13 02:05
Core Viewpoint - The article discusses the strategic acquisition of Jiangxi Runtian Industrial Co., Ltd. by ST United, which is seen as a crucial move for both companies to navigate their respective challenges in the competitive bottled water market in China [1][5][17]. Company Overview - Runtian, a regional brand in Jiangxi, has a strong market presence with a reported market share of 58% in the province, despite the competitive landscape dominated by major players like Nongfu Spring and Wahaha [5][22]. - The company has been operational since 1994, initially gaining traction with a pricing strategy of 1 yuan per bottle, which allowed it to penetrate the market effectively [6][8]. Financial Performance - Runtian's revenue for 2023 is projected to be 12.6 billion yuan, with a net profit of approximately 1.77 billion yuan, indicating steady growth despite the challenges faced [12][14]. - ST United, on the other hand, has been struggling financially, with declining revenues and net losses, making the acquisition a potential lifeline for both companies [17][19]. Market Dynamics - The bottled water market in China is highly competitive, with major brands controlling significant market shares. Runtian's strategy of focusing on low pricing and deep market penetration has been effective in its home region but poses challenges for national expansion [5][20][22]. - The article highlights the ongoing price wars in the industry, which have intensified competition and squeezed profit margins for smaller players like Runtian [20][22]. Strategic Implications - The acquisition is viewed as a "back against the wall" move for Runtian, providing a potential pathway to public listing and greater market access, while also helping ST United avoid delisting risks [6][17]. - Runtian's future success will depend on its ability to leverage the acquisition to enhance its competitive position, expand its market reach, and improve operational efficiencies [23].
原西凤酒董事长被提名非独立董事,*ST步森却再度辟谣西凤酒“借壳”
Hua Xia Shi Bao· 2025-06-12 12:44
Core Viewpoint - The speculation surrounding the potential reverse merger of *ST Bosen with Xifeng Liquor has intensified following the proposal for a board reshuffle, despite the company's repeated clarifications that there is no connection between the two events [2][4][8]. Group 1: Company Background and Current Situation - *ST Bosen, established in 1985, is a large apparel enterprise primarily focused on men's clothing, with its main brand being "Bosen Men's Wear" [11]. - The company has faced significant operational challenges, reporting continuous losses since 2022, with net losses of 78.45 million yuan, 67 million yuan, and 51.4 million yuan from 2022 to 2024 [11][12]. - As of the end of 2024, *ST Bosen had only 205 stores remaining nationwide, indicating a decline in its retail presence [11]. Group 2: Recent Developments - The proposal for a temporary shareholders' meeting to elect a new board and supervisory committee has been put forward by the controlling shareholder, Fangwei Tongchuang [2][3]. - Notably, several candidates for the new board have backgrounds linked to Xifeng Liquor, which has fueled speculation about a potential reverse merger [4][10]. - The company has publicly denied any connection between the board reshuffle and a reverse merger with Xifeng Liquor, emphasizing that there are no related restructuring plans [2][4][8]. Group 3: Financial Performance and Risks - *ST Bosen's stock has been marked with "delisting risk warning" due to its financial performance, with the company failing to meet certain profitability and revenue thresholds [10][12]. - The company reported a revenue of 32.345 million yuan in the first quarter of 2025, with a net loss of 4.166 million yuan [12]. - The ongoing financial struggles and the need for a turnaround are critical, as the company faces a limited timeframe to improve its financial health before potential delisting [12].
又一巨头暴雷!338亿总资产,99.91%转移美国,15万股民恐打水漂
Sou Hu Cai Jing· 2025-06-10 08:06
2015年,一家名为新潮能源的上市公司突然转型,决定卖掉在国内的所有任务,转头带着A股融资的124亿元,去美国买起了油田。 在阅读此文前,为了方便您进行讨论和分享,麻烦您点击一下"关注",可以给您带来不一样的参与感,感谢您的支持。 声明:本文内容均是根据权威资料,结合个人观点撰写的原创内容,文未已标注文献来源及截图,请知悉 338亿的资产竟然有99.91%都在美国,15万股民更是急的团团转,自己的钱追不回来铁定着急,谁能想到这家公司在山东注册,董事会在北京,核心资产却 全权在大洋彼岸。 国内的母公司负债累累,美国的子公司却富得流油,股民们的投资更像是掉进无底洞一样,那么这家公司又究竟是谁呢? 自此之后,这家公司在美国的子公司就此走上了康庄大道,2023年,新潮在美国的子公司资产就膨胀到338亿,员工人均年薪就高达175万,远远高出美国当 地平均公司的三倍有余。 而反观国内的母公司,这15年来真的是苟延残喘,不光没有拿到一点分红,甚至还背负了24亿的债务。 新潮能源在海外赚的盆满钵满,三年的净利润就超过70亿,为什么不能把这些钱转到国内救济一下,公司声称钱转回来会被债主划走影响业务为理由拒绝 了。 这一下子国内 ...
姚劲波A股首秀6.6亿拿下易明医药 58同城掉队分拆上市不顺引借壳猜想
Chang Jiang Shang Bao· 2025-06-08 23:15
Core Viewpoint - Yao Jinbo, a pioneer in the internet industry, has become the new actual controller of A-share company Yiming Pharmaceutical (002826.SZ) by investing 6.62 billion yuan, leading to a significant surge in the company's stock price with three consecutive trading limits reached [3][5][6]. Group 1: Investment and Acquisition Details - Yao Jinbo's acquisition of Yiming Pharmaceutical marks his debut in the A-share market, with the stock price rising due to his involvement [3][5]. - The acquisition involved a share transfer agreement where Beijing Fuhai, owned by Yao and his wife, purchased 23% of the company's shares at a price of 15.10 yuan per share, representing a 24% premium over the last closing price before suspension [6][7]. - Yao Jinbo's investment strategy includes a commitment from the previous controller, Gao Fan, to ensure that Yiming Pharmaceutical's revenue remains above 6 billion yuan and net profit above 300 million yuan from 2025 to 2027 [7][8]. Group 2: Company Performance and Market Position - Yiming Pharmaceutical has shown stable but modest performance, with revenues around 700 million yuan and net profits fluctuating around 40 million yuan from 2020 to 2024 [9]. - The company's main product, Miglitol tablets, accounted for 72.72% of its revenue in 2024, while other products, such as the Gua Lou Pi injection, have seen significant declines in revenue [9][10]. - The company has terminated its collaboration with Shanghai Pharmaceuticals regarding the Gua Lou Pi injection, indicating potential shifts in its product strategy [10]. Group 3: Market Speculation and Future Prospects - There is speculation that Yao Jinbo may consider a reverse merger to list 58 Group's assets through Yiming Pharmaceutical, as the latter is viewed as a valuable shell resource [4][18]. - Yao's previous ventures, including 58.com, have faced challenges in the competitive landscape, with various assets underperforming, raising questions about the viability of injecting these assets into Yiming Pharmaceutical [21][23]. - The competitive pressures from companies like BOSS Zhipin, Meituan, and JD.com are significant, and Yao Jinbo must optimize his assets to regain market competitiveness [26][25].