Core Principle - The primary principle is to avoid being classified as a "reverse takeover," which would require the company to meet IPO standards if significant asset changes occur within 36 months after control change [3] Methods for Debt Separation - Common methods for separating shell company liabilities include: 1. **Debt Transfer and Waiver**: Transfer specific debts to original shareholders or related parties, and negotiate waivers from creditors [8] 2. **Asset Swap**: Issue shares to acquire assets while simultaneously divesting bad assets [5] 3. **Special Purpose Vehicle (SPV)**: Isolate liabilities in a subsidiary and sell that subsidiary [6] 4. **Bankruptcy or Debt Restructuring**: Applicable for severely insolvent shell companies [7] 5. **Cash Acquisition**: Direct cash purchase of the shell company's existing business, allowing original shareholders to take on liabilities [9] Typical Buy Shell and Separation Process - The typical process consists of four stages: 1. Pre-Due Diligence and Negotiation 2. Structuring and Signing 3. Execution and Completion 4. Resumption and Post-Deal [10] Recommendations for Buyers - It is advisable for buyers to seek a "clean shell," where the original shareholders have already divested most assets and liabilities [10] - If self-separation is necessary, hiring a team familiar with Hong Kong listing rules and using the SPV method is recommended [10] Standard Operating Procedures - Key steps include: 1. Financial audit by a reputable firm to clarify all liabilities and risks [11] 2. Legal review to ensure compliance with listing rules [11] 3. Drafting a separation plan based on due diligence results [11] 4. Board and shareholder approval for asset sales and debt assumption [11] 5. Communication with creditors for necessary waivers [11] 6. Legal transfer of assets or liabilities [11] 7. Submission of resumption application to the exchange post-separation [11]

Group 1 - The company, Global Friendly Drink Intelligent (08496), announced the cessation of its business operations in Singapore, leading to a review by the GEM Listing Committee regarding the decision made by the Listing Department [1] - The GEM Listing Committee has determined that the acquisition and sale transactions are part of a series of arrangements that attempt to list the vending machine business while circumventing the new listing regulations under Chapter 11 of the GEM Listing Rules [1] - As a result of the completed acquisition and sale transactions without adhering to the new listing procedures, the GEM Listing Committee concluded that the company is no longer suitable for listing, thus maintaining the decision to suspend trading of the company's shares [1] Group 2 - According to Chapter 4 of the GEM Listing Rules, the company has the right to refer the committee's decision to the GEM Listing Review Committee for further review [2] - The application for review must be submitted within seven business days following the issuance of the committee's decision, as stipulated in Rule 4.08(1) [2] - The company is currently seeking advice from its professional advisors and is considering whether to apply for a review of the committee's decision, with the outcome of any potential review remaining uncertain [2]

Core Viewpoint - The number of IPOs in A-shares in 2024 reached only 100, the lowest in a decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline the operational key points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [4]. Chapter Highlights - **Chapter 1**: Discusses the importance of communication and understanding between buyers and sellers to avoid failures in M&A due to information asymmetry [11]. - **Chapter 3**: Focuses on the design of M&A plans, including considerations for acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [18]. - **Chapter 4**: Introduces four common pricing methods and three evaluation methods, detailing six aspects to consider when setting performance guarantees [19]. - **Chapter 5**: Explores payment methods in M&A, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [23]. - **Chapter 6**: Emphasizes negotiation strategies in M&A, outlining necessary preparations and tactics for effective negotiation [25]. - **Chapter 9**: Provides insights into the operational logic of acquisitions and major asset restructurings, detailing various acquisition methods such as tender offers and management buyouts, supported by case studies [27][29]. - **Chapter 10**: Focuses on case studies to highlight key points in major asset restructuring, including share lock-up arrangements [10][31]. Additional Considerations - The manual also addresses the role of government subsidies in M&A, emphasizing the need for buyers to consider local government support policies and potential disputes regarding resource allocation post-acquisition [14].

2024年A股只完成了100家IPO上市，是近十年来的最低IPO上市数量。在IPO收紧、并购政策频出的背 景下，越来越多拟IPO企业、IPO撤材料以及辅导阶段的企业，开始转向并购重组，通过并购踏入资本 市场。 2.线上课程《并购逻辑与实践：丹纳赫VS爱尔眼科》 3.梧桐定制笔记本1个 企业并购重组实操手册 扫码立即购买/试读 《企业并购重组实操手册》共有 342页 ， 17.3万字 ，11个章节，主要从 交易买方、卖方、中介机构 的角度，梳理了 并购重组各个环节 的操作要点和常见问题。 在这股浪潮的推动下，2025年各行各业公司以及央国企的专业化整合都在进一步加速。为了帮助大家及 时把握这一轮热潮，了解并购重组操作实务，我们最新上线了 《企业并购重组实操手册》 。 企业并购重组实操手册 1.纸质资料《企业并购重组实操手册》 为了让大家更清楚地了解手册讲了啥，我们随便翻几页 简单看看。 第1章略览 在实践中，大多数并购重组之所以会失败，往往是由于双方信息不对称、没有好好沟通造成的。所以， 第1章 直接了当地分享了 买卖双方需要了解的事项。 例如，买方在接触卖方的时候，就应该评估其未来的 财务规范可行性和难度 ， ...