在香港交易所（港交所）进行"买壳上市"（反向收购），是指非上市公司通过收购一家已上市的空壳公司（Shell Company）的 股份，从而获得上市公司的控制权，进而将自身资产注入实现上市的过程。 这一过程的资金交易流程非常复杂且涉及多方中介（保荐人、律师、会计师、财务顾问）。以下是详细的资金交易全流程解 析： 第一阶段：前期准备与尽职调查 (Pre-Deal) 在资金正式划转前，买方必须完成法律和财务的尽职调查。 第二阶段：签署协议与支付定金 (Signing & Deposit) 这是资金流出的第一步。 第三阶段：要约收购/股份转让 (Acquisition of Control) 买方需要获得壳公司的控制权（通常需收购超过30%的股份）。 第六阶段：配售新股与资金回笼 (Placing & Financing) 买壳的最终目的往往是为了融资。 第七阶段：后续资本运作 (Post-Listing) 核心风险提示：资金安全与"洗黑钱"红线 第四阶段：清洗壳公司与资产重组 (Restructuring & Injection) 这是最关键的步骤。单纯的"买壳"不能立刻融资，必须把资产装进去。 寻找壳公司： 买方 ...

专题：专题：价值重估 行稳致远——年终盘点&2026资本市场展望 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！ 来源：劳阿毛 2025年A股控制权市场有个很重要的特点，最为抢手的壳是大股东持股比例高的次新股壳，除了高股比 外这些壳还有些通行的优点。比如基本面正常没有保壳压力，账上保留部分现金甚至还有很强的举债能 力。另外，大股东出让控制权后未来有意愿回购主业资产，能够留下大量现金未来转型。 但是，之前选壳的标准可不是这样的。 前些年大家选壳的标准可不是这样的，可能会首要考虑市值大小，不会特别注重大股东持股比例。另 外，希望壳越烂越好——很多ST公司被各种挑选，另外对壳内资产价值没有啥要求，尽可能要求资产 体量小，未来剥离代价和难度小就OK。简单说，之前借壳交易主要是做增量，核心操作方式是"借尸还 魂"，所以在意的是咸鱼翻身的可行性，以及借壳后新股东的股权比例。 这些变化，背后的合理逻辑是什么呢？ 其实，买壳操作的底层逻辑并没有变，比如追求终极操作的可行性，新老股东在交易条件和后续发展的 利益平衡和共赢，另外就是操作能够得到监管部门的"祝福"等。最终实现非上市资产的证券化，获得融 资 ...

在进行任何操作前，必须确保剥离后的资产注入不会导致上市公司控制权变更后36个月内发生重大资产变化。否则，联交所会 将其视为"新上市"，要求满足IPO标准（包括三年业绩等）。 这是最直接的方式，适用于债权清晰的情况。 2. 资产置换 (Asset Swap / Non-Cash Consideration) 在香港交易所（HKEX）进行"买壳上市"（反向收购）是一项复杂且监管严格的资本运作。由于香港联交所对"借壳上市"有严格 的定义（如《上市规则》第14.06条），如果交易被认定为"反收购行动"，将被视为新上市处理，审批难度极大。 因此，剥离壳公司原有的负债（历史遗留问题）是实现成功买壳的关键前置步骤。以下是常见的剥离方式、操作流程及注意事 项： 一、 核心原则：规避"反收购"认定 通过发行股份购买资产，同时剥离不良资产。 3. 设立特殊目的载体 (SPV) 进行隔离 利用香港法律允许设立子公司的特性，将负债锁定在特定的子公司内，然后出售该子公司。 4. 破产清盘或债务重组 (Restructuring/Insolvency) 针对资不抵债严重的壳公司。 二、 剥离壳负债的主要方式 1. 债务转让与豁免 (De ...

俞浩，加入"买壳"大军。 来源：猎云精选，文/王非 12月9日，食品饮料金属包装头部企业嘉美包装发布关于筹划控制权变更事项停牌的公告，宣告即将易主。一周后，买方浮出水面——追觅创始人俞浩控制 的逐越鸿智，涉及交易总对价约22.82亿元。 连续停牌5个交易日后，12月17日复牌的嘉美包装，迄今已连续两次开盘即涨停，目前报5.52元/股，总市值52.74亿元。按照停牌前4.56元/股计算，嘉美包装 总市值约43.57亿元。 1987年出生的追觅创始人俞浩，不仅是国内最早的创客空间——"天空工场"的创立者，更是中国最早的四旋翼，三旋翼飞行器的开发者，18 岁凭借物理奥 数竞赛成绩被保送至清华大学，攻读航空航天专业，主攻飞行器研发，还拿到了波音公司的赞助。 值得一提的是，"天空工场"后来便成了追觅的雏形。2015年，俞浩开始进军智能清洁领域，"想做一个服务于千家万户的全球顶级科技公司——用科技来解 放人们的双手，让人们可以多做创造性的事情。" 2017年12月，追觅正式成立，并入选小米生态链企业，为小米代工生产吸尘器、米家扫地机器人。凭借这一层关系，次年，小米集团领投追觅的天使轮融 资，随即在后面的四轮融资中，都出现 ...

Core Viewpoint - The article discusses the recent developments surrounding the acquisition of Upwind New Materials Technology Co., Ltd. by ZhiYuan Robotics, highlighting the implications for the capital market and potential regulatory scrutiny due to the significant stock price increase [5][9]. Group 1: Company Developments - Upwind New Materials has appointed Peng Zhihui, a notable figure from ZhiYuan Robotics, as the chairman of its board, indicating a shift in management and operational strategy [5][6]. - The new management team includes former Huawei executives, suggesting a strong technological and operational influence from ZhiYuan Robotics [6][8]. - Since the announcement of the acquisition, Upwind's stock price surged from 7.78 CNY to a peak of 132.10 CNY, representing an increase of over 15 times [7]. Group 2: Market Implications - The acquisition process took only 120 days, with ZhiYuan gaining control through a combination of share transfer and shareholder agreements, without asset injection, thus avoiding the classification of a reverse merger [8]. - The article notes a trend where unlisted companies are seeking to acquire listed companies as a means to access capital markets, particularly in sectors facing funding constraints [7][9]. - The human-shaped robot industry is characterized by early-stage speculation and potential valuation bubbles, with companies exploring various capital pathways to navigate market challenges [8][9]. Group 3: Regulatory Considerations - Increased attention from regulatory bodies is anticipated as more companies attempt to replicate ZhiYuan's acquisition strategy, potentially leading to stricter scrutiny of stock price manipulation and speculative activities [5][9]. - The article suggests that future companies looking to emulate ZhiYuan may face challenges due to heightened market awareness and the significant rise in Upwind's stock price [9].

Core Viewpoint - ST Zhongdi has experienced a continuous stock price surge despite being a loss-making real estate company, raising speculation about a potential change in control following a recent share auction [3][4]. Group 1: Company Performance - ST Zhongdi reported a revenue of 135 million yuan for the first three quarters of the year, a decrease of 52.64% year-on-year [4]. - The net profit attributable to shareholders was -151 million yuan, down 42.08% year-on-year [4]. - In the third quarter alone, ST Zhongdi's revenue was only 808,400 yuan [4]. Group 2: Share Auction and Control Change - The controlling shareholder's 23.77% stake was auctioned for 255 million yuan, with Shenzhen Tianwei Investment winning the bid [4][5]. - The auction was the second attempt, with the initial auction in September failing to attract bids at a starting price of 319 million yuan [5]. - The share transfer has not yet been completed, meaning Shenzhen Tianwei is not yet the controlling shareholder [6]. Group 3: Buyer Background - Shenzhen Tianwei was established just over three months ago, with its ownership split between two individuals, both linked to Shenzhen Tianwei Electronics [7]. - Shenzhen Tianwei Electronics is a well-known player in the semiconductor industry, indicating potential strategic interests in ST Zhongdi [8]. Group 4: Future Prospects - The auction of shares was necessitated by a 750 million yuan loan taken by ST Zhongdi's subsidiary, for which the controlling shareholder provided a guarantee [10]. - ST Zhongdi has indicated plans to develop new business areas, focusing on projects with appropriate scale and industry relevance [11].

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]

Group 1 - The U.S. government shutdown has caused a significant impact on companies planning to go public in the U.S., effectively putting a halt to IPO processes [2][4] - The SEC has initiated emergency plans, with over 90% of its staff on unpaid leave, limiting its operations to routine disclosures and halting IPO and refinancing reviews until government operations resume [4][5] - As of October 1, 2025, 17 companies are stuck in the IPO application process, including major industry players, facing indefinite delays and resource wastage [6] Group 2 - The "20-day registration rule" is being considered by some companies as an alternative to bypass SEC approval, allowing them to set IPO prices 20 days before the offering [7] - This approach carries significant risks, including potential legal issues due to lack of SEC oversight, which could lead to investor lawsuits and increased scrutiny from investors [7] - Different industries have varying tolerance for the IPO pause, with biotech firms potentially opting for the "20-day registration rule" due to urgent funding needs, while other sectors may find it less appealing [7] Group 3 - Huayi Capital suggests a shell acquisition as a more stable alternative for companies looking to enter the U.S. capital market amid the current uncertainties [8] - The shell acquisition model offers three core advantages: stable processes with controllable timelines, proactive risk management through comprehensive due diligence, and a full-service approach that supports companies throughout the listing process [9] - As global capital market volatility increases, the shell acquisition model is expected to become a preferred pathway for more Chinese companies seeking international capital [10]

Group 1 - The core concept of "backdoor listing" involves a non-listed company acquiring control of a listed company on the Hong Kong Stock Exchange (HKEX) to achieve indirect listing by injecting its business or assets into the listed company [3][4] - Regulatory bodies, including the Hong Kong Securities and Futures Commission and HKEX, impose strict requirements on the funding ratio, transaction structure, and source of funds to prevent circumvention of normal listing procedures [2][3] - The acquisition of control typically requires the acquirer to obtain more than 30% of the voting rights, triggering mandatory offer obligations unless an exemption is granted [5][6] Group 2 - After acquiring control, the acquirer is restricted from injecting significant new businesses or assets within 24 months, as such actions may be deemed as backdoor listings, requiring compliance with new listing application standards [4][6] - The source of funds for the acquisition must be disclosed, especially when acquiring a significant percentage of shares, and the nature of the injected assets will be scrutinized [10][11] - The relationship between the acquisition funding ratio and the nature of asset injection is critical; large-scale asset injections that significantly alter the company's original business may trigger regulatory concerns [9][10] Group 3 - Regulatory focus includes ensuring that the acquisition and subsequent asset injection have commercial rationale and are not merely for the purpose of listing [11] - The HKEX will assess whether the injected assets are primarily from the acquirer or its affiliates and whether the intent is to bypass the IPO process [10][11] - Companies considering backdoor listings are advised to consult financial and legal advisors and carefully evaluate the feasibility of this route due to increasing regulatory scrutiny [12]

Core Viewpoint - The acquisition of 75% of China New Retail Supply Chain by Wanjing Capital for HKD 222.8 million has drawn significant attention due to the buyer's familial ties to influential figures in the business world, particularly Wang Zhenhua, the actual controller of New City Holdings [1][5]. Group 1: Acquisition Details - Wanjing Capital acquired 360 million shares, representing 75% of the company, at a price of HKD 0.6189 per share, which is an 82.32% discount compared to the last trading price of HKD 3.5 per share before suspension [2]. - If the mandatory cash offer to remaining shareholders is successful, Wanjing Capital will spend approximately HKD 297 million to acquire the entire equity of China New Retail Supply Chain [3]. - The acquisition price represents only 13.45% of the company's market value, which was HKD 2.208 billion as of August 14 [3]. Group 2: Company Background - China New Retail Supply Chain was established in September 2018 and operates primarily in Singapore, focusing on construction services and property investment, including civil engineering and logistics [3]. - The selling party, Alpine Treasure Limited, had previously acquired the same 75% stake for HKD 100 million, also at a significant discount [3][4]. Group 3: Financial Performance - The company reported a revenue of SGD 55.9736 million for the fiscal year 2024, a slight decrease of 0.15% year-on-year, and has been in a state of continuous loss for five consecutive years [4][5]. - The net loss attributed to the parent company was SGD 784,200, indicating ongoing financial challenges [5]. Group 4: Family Background and Future Implications - Wang Kaili, the 26-year-old daughter of Wang Zhenhua, is the sole owner of Wanjing Capital and has a strong academic background, which may influence future business strategies [6][7]. - Wang Zhenhua's wealth has significantly decreased from HKD 49.12 billion in 2020 to HKD 14.87 billion, reflecting a decline of nearly 70% [7][8]. - The acquisition may be a strategic move for Wanjing Capital to enter the capital market and potentially facilitate further capital operations or asset injections [5][6].