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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].
上交所发行上市审核问答汇总(最新)
梧桐树下V· 2025-06-19 11:36
Core Viewpoint - The article summarizes key points from the "Shanghai Stock Exchange Listing Review Dynamics" published since the implementation of the comprehensive registration system, focusing on various regulatory requirements and best practices for companies and intermediaries in the context of IPOs and refinancing. Group 1: Waste Management and Sales Verification - Companies must establish robust internal controls for waste management, including processes for classification, storage, and sales of waste materials [3][4][5] - Intermediaries should verify the accuracy of waste sales accounting, ensuring that sales pricing is fair and consistent with market standards [4][5] - The cost accounting for waste should align with industry practices and maintain consistency throughout reporting periods [5] Group 2: Special Issuance of Securities - When issuing securities to specific targets, companies must ensure that the board resolution complies with regulatory requirements, particularly regarding pricing mechanisms and the involvement of predetermined targets in bidding processes [6][7] - Independent financial advisors and legal representatives must conduct thorough checks on the issuance process to ensure compliance [7] Group 3: Independent Financial Advisors in Mergers and Acquisitions - Independent financial advisors should enhance their professional capabilities to facilitate mergers and acquisitions, focusing on understanding the industry and transaction parties [8] - Advisors must conduct comprehensive due diligence and maintain robust internal controls to ensure the quality of the restructuring process [9] Group 4: Post-Audit Changes in Business Environment - Intermediaries must monitor and verify any significant changes in the business environment after the audit cutoff date, including regulatory changes and market conditions [10][11] - Companies are required to disclose these changes in their prospectus, highlighting potential impacts on future performance [11] Group 5: Convertible Bond Issuance - Companies must ensure that the cumulative bond balance does not exceed 50% of the latest net assets after issuing convertible bonds [12][13] - The disclosure and verification requirements for convertible bond projects include ensuring that the issuance scale is reasonable and compliant with regulations [12][13] Group 6: Internal Control Audits for Listing Applicants - Companies must provide an internal control audit report from a certified public accountant when submitting listing applications or updating financial data [14][15] - Auditors should adhere to relevant guidelines to assess the effectiveness of internal controls and address any significant deficiencies [15] Group 7: R&D Personnel Recognition - Non-full-time R&D personnel should be evaluated based on their actual R&D hours to determine their classification as R&D staff [16][17][18] - Companies must establish internal controls for managing and tracking R&D personnel to ensure compliance with industry standards [18] Group 8: Technology Transfer from Industry-Academia Cooperation - Companies must clarify the ownership and rights associated with technology developed through industry-academia cooperation [19][20] - The degree of reliance on such cooperation should be assessed to ensure that companies possess adequate independent R&D capabilities [19][20] Group 9: Regulatory Compliance for Intermediaries - Intermediaries involved in refinancing projects must be scrutinized for any recent regulatory penalties, which could affect their eligibility for simplified procedures [21][22][23] - Continuous monitoring and reporting of any new developments that may impact compliance are essential [24] Group 10: Equity Incentives and Share-Based Payments - Companies must ensure that the terms of equity incentives are clearly defined and approved to establish the grant date for share-based payments [25][26] Group 11: Pre-Communication in M&A Projects - Companies and advisors should prepare comprehensive consultation materials before submitting M&A projects to enhance communication efficiency [28][29] - Strict management of insider information is crucial during the restructuring process to prevent insider trading [29] Group 12: Fund Utilization in Refinancing - Companies must provide detailed disclosures regarding the specific use of funds raised through refinancing, including the breakdown of capital and non-capital expenditures [30][31][32] Group 13: Major Events Affecting Key Personnel - Companies must report any significant events involving key personnel that could impact listing conditions, ensuring timely communication with regulatory bodies [33] Group 14: Application for Audit System Access - Securities service institutions must follow specific procedures to apply for access to the audit system, ensuring compliance with regulatory requirements [34][35] Group 15: Previous Fund Utilization and Overfunding - Companies must include overfunded amounts in the calculation of previous fundraising utilization to ensure compliance with regulatory standards [36][37] Group 16: Small-Scale Fast-Track Review Mechanism - The small-scale fast-track review mechanism for asset acquisitions has specific criteria and procedural differences compared to conventional reviews [38][39] Group 17: Business Consultation Communication - Companies and intermediaries should utilize established communication channels effectively to address complex issues before submission [40][41]
中国前5月新增社融18.63万亿 资本市场融资功能持续增强
Chang Jiang Shang Bao· 2025-06-16 00:40
Group 1 - Financial support for the real economy has strengthened, with social financing scale increasing by 18.63 trillion yuan in the first five months of 2025, an increase of 3.83 trillion yuan compared to the same period last year [1][2] - The structure of new social financing is primarily driven by RMB loans, government bond financing, and bill financing, with RMB loans to the real economy increasing by 10.38 trillion yuan, contributing over 50% to the total [2] - Government bond net financing reached 6.31 trillion yuan, an increase of 3.81 trillion yuan year-on-year, driven by proactive fiscal policies [3] Group 2 - The efficiency of market financing has improved, with non-financial corporate domestic stock financing reaching 150.4 billion yuan in the first five months of 2025, an increase of 44.4 billion yuan year-on-year [4] - The balance of non-financial corporate stocks reached 11.87 trillion yuan by the end of May, reflecting a year-on-year growth of 2.9% [4] - The issuance of government bonds remains high, with the balance of government bonds increasing to 20.5% of the total social financing stock, up 2.1 percentage points year-on-year [5] Group 3 - The balance of RMB loans to the real economy was 262.86 trillion yuan by the end of May, accounting for 61.7% of the total social financing stock, a decrease of 1 percentage point year-on-year [5] - The trend of "de-dollarization" among enterprises is becoming more evident, with foreign currency loans decreasing by 16.3% year-on-year [5] - The broad money supply (M2) was 325.78 trillion yuan at the end of May, reflecting a year-on-year growth of 7.9% [5]
严惩“带病闯关” 年内19单IPO撤单项目中介或发行人受罚
Zheng Quan Ri Bao· 2025-06-11 17:10
Core Viewpoint - The regulatory authorities have intensified penalties for companies withdrawing IPO applications and their intermediaries, emphasizing the need for accountability and improved compliance in the IPO process [1][3][5]. Group 1: Regulatory Actions - As of June 11, 2023, there have been 19 IPO withdrawal projects resulting in 65 penalties issued to intermediaries and issuers, reflecting a significant increase in regulatory scrutiny [1][2]. - The penalties include written warnings for sponsoring and auditing institutions, while issuers and responsible individuals face public criticism [1][5]. - The Shanghai Stock Exchange has implemented disciplinary actions, including a ban on accepting IPO applications for 1 to 5 years for certain companies and 6 to 24 months for responsible individuals [5][6]. Group 2: Increased Accountability - The trend of "one case, four penalties" is becoming more common, with 13 brokerage firms, 9 accounting firms, and 5 law firms involved in the penalties for the 19 withdrawal projects [2]. - The regulatory framework has shifted from merely reviewing applications to ensuring compliance throughout the process, holding intermediaries accountable even if the IPO application is withdrawn [4][8]. Group 3: Issues Identified - Common issues found in the withdrawn IPO projects include financial fraud, inaccurate disclosures, and internal control failures, with some discrepancies exceeding 40% [3][7]. - The regulatory authorities have noted that many problems were identified during on-site inspections, leading to a more rigorous approach to oversight [3][7]. Group 4: Recommendations for Improvement - Intermediaries are encouraged to enhance their due diligence processes, implement robust internal controls, and utilize technology for better compliance and oversight [8][9]. - The establishment of a quality control system and risk management measures is recommended to prevent future compliance issues [9].
海越能源21年上市路终结 违规由来已久涉锂未改退市命运
Xin Lang Cai Jing· 2025-06-11 09:58
登录新浪财经APP 搜索【信披】查看更多考评等级 更宏观的衰退轨迹显示,公司营收从2021年的81亿元跌至2024年的不到15亿元,三年累计下降逾80%, 传统能源业务和贸易规模的收缩速度远超行业平均水平。 在公司基本面持续恶化的同时,主要股东的高比例股权质押进一步加剧了风险。最新数据显示,第一大 股东铜川汇能鑫能源有限公司已质押50%所持股份,第二大股东海航云商投资有限公司则已质押所持全 部股份。 炒股就看金麒麟分析师研报,权威,专业,及时,全面,助您挖掘潜力主题机会! 日前,海越能源(*ST海越(维权))连发两条公告,宣告了公司上市命运的终结。上交所决定终止公 司股票上市,股票将于6月16日进入退市整理期,预计最后交易日期为7月4日。同时,公司因涉嫌信息 披露违法违规被证监会立案,也是其第三次收到立案告知书。 资料显示,海越能源成立于1993年,于2004年在上交所挂牌上市,主营油品贸易、成品油批发及零售、 仓储、碳酸锂等业务。 海越能源的退市之路早有预兆。这家成立于1993年、2004年登陆A股的"老油企",曾以石油仓储、液化 气销售和成品油贸易为主业,后拓展至新能源领域。它最终未能逃脱退市命运,成为2 ...
【政协要闻】持续关注企业上市!市政协开展主席会议专题视察
Sou Hu Cai Jing· 2025-06-10 12:46
会议由市政协副主席汤建萍主持。 今天上午,市政协围绕"企业上市推进情况"开展主席会议专题视察活动。市政协主席王建坤,副主席许静、汤建萍、王晓平、董碧颖、朱立军,秘书长唐 卫华出席。副市长金一应邀出席。 平湖经济技术开发区(钟埭街道)党工委副书记、市政协钟埭街道委员小组组长祝佳悦:"要加大力度引导培育,积极构建'政策扶持—要素保障—服务赋 能'三位一体的上市培育体系,通过优化政策、强化保障、深化服务,构建精准扶持体系,强化资源统筹配置,打造专业赋能生态。" 曹桥街道党委副书记、市政协曹桥街道委员小组组长庞嘉隽:"做好企业上市工作,要强化融资支持与资本运作,保障投资引导与项目落地,深化产业链 延伸与集群培育,做好企业服务与政企协同,不断优化营商环境。" 与会政协委员结合现场视察情况和工作实际,围绕如何进一步推进我市企业上市工作展开深入协商讨论。 …… 金一副市长就市政协对企业上市工作的高度重视和大力支持表示感谢。他指出,今年一季度,我市新增上市企业3家,列嘉兴第一、全省第二,其中首发 上市企业数全省第一,这张亮眼成绩单的取得,离不开政协多年来的履职助力。就下一步工作,他强调,要抢抓资本市场"全面注册制"机遇,创新 ...
青岛青禾IPO终止:全球第二大草坪商3年冲刺未果,10亿募资“泡汤”
Sou Hu Cai Jing· 2025-06-04 09:20
青岛青禾为巴西一处足球场铺装的人造草坪。 在业绩层面,青岛青禾的营业收入在2021年至2023年间从13.58亿元增至19.56亿元,保持增长。然而,其盈利能力却不尽稳定,同期净利润分别为1.37亿 元、1亿元和1.29亿元,呈现较大波动。2024年上半年,公司营收10.36亿元,净利润0.61亿元。 值得注意的是,公司的应收账款规模急剧膨胀,从2021年末的1.97亿元(占总资产11.69%)激增至2024年6月末的4.90亿元(占总资产20.58%),这无疑 加大了其运营资金压力和坏账风险。 全球人造草坪第二大企业历时近三年的A股IPO征程戛然而止。5月30日,上海证券交易所(上交所)公告披露,因青岛青禾人造草坪股份有限公司(简 称"青岛青禾")及其保荐人中信证券主动撤回发行上市申请,决定终止对该公司的沪市主板上市审核。 回顾其上市之路,青岛青禾于2022年7月预披露招股书,2023年3月其沪市主板IPO申请获正式受理并随即收到首轮问询。而在此后长达两年多的时间里, 青岛青禾始终未对监管问询进行回复,最终选择了主动撤回。 有分析指出,这种"沉默"可能暴露了公司在妥善应对监管层关注的问题上存在障碍,例如潜在 ...
港交所上市规则迭代升级 与A股科创板形成互补式融资生态
Group 1 - The core viewpoint of the news is the launch of the "Tech Company Special Line" by the Hong Kong Securities and Futures Commission and the Hong Kong Stock Exchange, which facilitates the listing application process for 18A and 18C issuers, enhancing the attractiveness of Hong Kong's capital market for biotech and specialized technology companies [1][2] - The new policy marks an upgrade of the listing rules for 18A and 18C, potentially increasing the number of biotech and specialized technology companies choosing Hong Kong as their preferred listing market [2][3] - The introduction of the "Tech Company Special Line" is expected to improve market efficiency and competitiveness in the Hong Kong IPO market, especially in the context of the comprehensive registration system implemented in the A-share market [2][3] Group 2 - The Hong Kong Stock Exchange's 18C listing rules are more inclusive in terms of industry, focusing on emerging sectors with growth potential, while the A-share Sci-Tech Innovation Board emphasizes core technology fields [4][5] - The 18C listing requires a higher expected market capitalization, attracting larger technology companies, while the Sci-Tech Innovation Board has a lower market cap threshold, allowing more mid-sized tech firms to list [5][6] - The investor structure for 18C is primarily institution-driven, requiring at least 50% of shares to be subscribed by independent institutional investors, enhancing market professionalism and liquidity [7][8] Group 3 - The lock-up period arrangements differ significantly between the two markets, with 18C expanding the applicable subjects for lock-up periods to prevent key shareholders from cashing out, while the Sci-Tech Innovation Board enforces strict lock-up periods to ensure long-term focus on company development [8]
三家公司在退市新规下折戟沉沙
Huan Qiu Wang· 2025-05-08 02:24
Group 1 - Three companies, *ST Zhongcheng, *ST Renle, and *ST Hengli, received the "Notice of Termination of Listing" from the Shenzhen Stock Exchange, indicating a potential exit from the A-share market [1][4] - The termination of listings reflects the intensified efforts to clear out risk companies under the new delisting regulations, marking the end of the "zombie" era in the A-share market [1][9] Group 2 - *ST Zhongcheng's delisting is closely linked to its long-term financial fraud, with the company having inflated its revenue by 1.403 billion yuan in 2017, accounting for 92.18% of its reported revenue for that period [2] - *ST Hengli faced a dramatic delisting path, with new controlling shareholder Shi Shengping failing to rescue the company, which reported negative net profits for two consecutive years and revenue below 100 million yuan [3][4] - *ST Renle's operational difficulties are highlighted by a nearly 50% year-on-year decline in revenue for 2024 and a negative net asset of -404 million yuan, leading to an audit report that could not express an opinion [5][6] Group 3 - The experiences of these three companies illustrate the impact of the new delisting regulations, which feature stricter financial delisting indicators and create a balance with the comprehensive registration system, promoting the exit of "bad money" and reallocating resources to quality enterprises [9]
上市辅导工作进展披露 管窥中小银行IPO之路缘何曲折
Core Viewpoint - The article highlights the ongoing challenges faced by small and medium-sized banks in China as they pursue initial public offerings (IPOs), including capital supplementation, asset verification, and optimizing shareholding structures [1][4][6]. Group 1: Listing Progress and Challenges - As of April, 15 banks, including Hankou Bank and Wuhu Yangzi Rural Commercial Bank, are in the listing counseling phase, facing issues such as capital pressure and asset verification difficulties [1][4]. - Hankou Bank, which has been in the counseling phase since December 2010, is under pressure to supplement its capital due to continuous consumption of capital despite recent fundraising efforts [2][3]. - The bank's total assets reached 557.595 billion yuan as of March 2025, with capital adequacy ratios of 14.02%, 10.63%, and 9.06% for total, tier 1, and core tier 1 capital respectively [2]. Group 2: Market Environment and Trends - The overall progress of bank listings has slowed, with only one small bank, Yibin Bank, successfully listing in Hong Kong this year, while A-share listings have seen no new banks since January 2022 [4]. - Six banks are currently awaiting listing, with various issues such as outdated financial documents causing delays in the review process [4]. Group 3: Strategic Considerations for Small Banks - Small banks are encouraged to optimize their shareholding structures and enhance their capital through public listings, which can also improve their market visibility [6]. - To succeed in the competitive market, small banks need to focus on differentiated operations, leveraging regional advantages and customer characteristics to build competitive edges [7][8]. - Analysts suggest that small banks should deepen their understanding of local customer needs and develop tailored financial products to establish a "small but beautiful" competitive advantage [8].