The road of reorganization: several sensitive and fragile four procedures are alarming

"Quality shell, in addition to meet the conditions of the net shell, equity small, low market value, preferably under the market value of 1.5 billion yuan, holding shareholders in the proportion of about 20%."　　"Financial weekly major research group Tan Zhudan/writing for many investment banks," borrow shell listing "is a merger and reorganization, the operation of a more difficult category.　　Financial Weekly reporter from a number of mergers and acquisitions experienced people to understand, "shell listing" four procedures: shell and negotiation, agreement signing and approval, the implementation of reorganization, collation and reorganization, the most difficult is the first step.　　On the one hand, the net shell difficult to find, on the other hand, "net shell peeling" test the ability of each family. "As long as you find a good shell, the other is not difficult."　　A Shanghai securities dealers to the financial weekly reporter so sigh.　　South China's mergers and acquisitions also believe that the early negotiations are critical, as long as the win, the follow-up stage can be step-by-step.　　Looking for a beautiful shell for high-quality shell, the negotiation shell fee, is also a relatively difficult process, "shell boss grabs, shell fees soared, and some shells fried to 200 million-300 million yuan."　　Generally speaking, backdoor reorganization must undergo four stages: the preparation stage, the agreement signing and the approval stage, the acquisition and reorganization implementation stage, and the finishing stage after acquisition.　　In the preparation phase, the backdoor party needs to find the right transaction target. "Brokers and PE master more shell resources, especially brokerages, when the enterprise has backdoor demand, the securities companies will be based on the backdoor of their own conditions ' find the object '".　　Sunlin, partner of Shanghai Jin Cheng Tian law firm. After the target is confirmed, the two sides meet to negotiate, if smooth, investment bank will draw up the purchase plan. Intermediary agencies immediately began to intervene and signed a confidentiality agreement. Investment banks have to conduct due diligence on two companies, accountants to complete audit reports, and asset evaluators to do related asset evaluations.　　The buyer and seller begin to sign the transfer and substitution agreement. The shell company will then conduct two board meetings, a reorganization plan at the first board meeting, and a reorganization draft at the second board meeting. Then, the company opens a shareholder meeting to vote.　　The "Major Asset replacement Report" (draft) and its summary, which is voted upon, will be submitted to the SFC and the company may apply to the exchange for suspension, in general, for a period of three months.　　When the SFC audit no objection, the buyer and seller can perform backdoor reorganization: Major asset replacement, equity transfer, etc. After the completion of the acquisition, the new company will carry out the integration phase, such as restructuring of the Board, the Board of Supervisors, senior management personnel. In some cases, the new company may be ' acclimatized ', making the reorganization failure, such as business philosophy and system design and the other ' culture ' does not match.　　Shanghai 海华永泰律师事务所 law firm partner Zhang Hongbo introduced.　　In the above steps, however, the "shell-finding problem" resonates with investment banks. "The best is the net shell".　　Several securities dealers to the financial weekly reporter said.　　Sunlin Lawyer Introduction, the net shell mainly lies in: the net assets scale is small, does not have the complex debt situation, the book also has the small amount of cash, does not have too many main business, the personnel is few, the shell company basically is in the maintenance operation state. "Premium shell, in addition to satisfyingOutside the net shell condition, the equity is small, the market value is low. A broker in South China said, "the best market capitalisation is below 1.5 billion yuan, holding shareholders in the proportion of about 20%." "This ideal shell, 10 fingers can be counted clearly."　　"Therefore, the negotiation shell fee, is also a relatively difficult process," said Shanghai personage, "Shell boss grabs, shell fee soared, some shell fry to 200 million-300 million yuan." Most shells, however, are not pure shells.　　The net-shell stripping is a common scheme in the backdoor reorganization of listed companies, and the aim is to split the listed company into the "net shell" state. For the importance of stripping the net shell, a Beijing acquirer said, "If today's creditors sue, tomorrow employees to pay, a few days after the court to seize, it can be a big problem."　　"Backdoor" clears one of the common debt stripping way "transfer the debt to the subsidiary company", can change the legal liability subject of the debt, also can divest the subsidiary in time, thus completely sever the relation with the debt.　　To peel off the "net shell" and deal with debt claims is a key step in the process of reorganization.　　The most common scenario, said South China, is to transfer debt to major shareholders. As a condition of the backdoor, the creditor's rights and liabilities are returned to the shell side, which is not necessarily disclosed in the plan, and the plan will be responsible for the third party. Either the assets are transferred with the debt, or the debt is simply transferred.　　"In the business case of the San Xiang stock borrowing Shell St, St business in order to let the three Hunan shares backdoor, first of all the debt and assets to the major shareholders and large shareholder designated party, so that they become" no assets, no liabilities (including contingent liabilities), no business, no personnel of the ' net shell company ' ".　　According to the October 12, 2011 Announcement of the reorganization plan, and light business has a total of 1.073 billion yuan of financial debt and 197 million yuan of non-financial debt. In order to solve the 1.073 billion-yuan financial debt, and optical commerce, the first major shareholder Liyang technology designated persons to set up a company, known as and side investment.　　The parties have entered into agreements with financial creditors to agree to invest in and light business liquidity assets and 1.073 billion of financial debt.　　At the same time, in order to enhance the ability of investment and liquidation of financial debt, the parties agree and invest to become shareholders of the third Hunan shares, so that they can obtain the restructured 60 million shares and the new shares of light business. However, all 60 million shares are used to liquidate financial debt.　　According to the agreement, and party investment to 100% equity transfer to the Debt Commission to establish the main body, so that financial creditors get 60 million shares.　　In dealing with non-financial debt, large shareholder Liyang technology and light business of non-current assets and 197 million of non-financial debt, while placing and light business of all employees.　　At this point, St business no longer bear any liquidation responsibility, become no assets, no debt, no business, no personnel "net shell."　　After the liquidation of the debt, the St business issue shares purchase assets of three Hunan shares of 100% of the equity, issued 3 yuan per share, the number of shares issued 564.077 million shares. Through backdoorAfter the reorganization, the three-Xiang holding shares accounted for 68.72% of the company's total equity, becoming the largest shareholder, and the company's original holding shareholder Liyang technology accounted for 5.26%.　　and light business from a computer software, hardware, network products sales, system integration for the main business of the company, shaking the body into "real estate development and management."　　In addition to the above example, "transfer of assets and liabilities to the original holding and designated third party", the common way of stripping is to "transfer the debt to a subsidiary", which can either change the subject of legal liability on the debt or divest the subsidiary in due course, thus completely severing the relationship with the debt.　　In addition, there are "transfer of debt to the backdoor side", through the "bankruptcy reorganization", the use of judicial cut off the debt and many other methods.　　Avoid the case-ridden shell everyone is unwilling to touch the case, "if this situation, we generally signed the agreement, we have divided the subject of responsibility."　　"Contingent liabilities are a sobering part of our investigation in the early stages," said Shanghai securities broker.　　This year, in the case of debt after borrowing, Langfang development is an example. Langfang development formerly known as Xingtai Rolling 锟 Co., Ltd., in 1999 listed on the Shanghai Stock Exchange, 2004 changed its name to Huaxia Jian Tong Co., Ltd. China built through 2007, 2008 consecutive losses, in order to protect the shell, Huaxia Jian Tong in December 12, 2008, with the Hainan friendship, Beijing excellent real estate, Beijing Tiandi Kerry Real estate company reached a reorganization agreement, become a main real estate business company. Since then, the Chinese build Qualcomm was reselling, large shareholder by restructuring, easy to master many times, the company performance situation has not improved, has been a loss.　　The most recent Yi Master, is in June 2011, Langfang Land Development and Construction Investment Co., Ltd. through backdoor reorganization, become the first major shareholder. However, as early as the reorganization with the real estate companies, ST-built Shell has a "stain."　　May 21, 2008, St Jian Tong suspected violation, by the China Securities Regulatory Commission Shanghai Inspection Bureau filed an investigation. In January 2011, the first 5 months of the development of Langfang, the SFC published the penalty book on St, disclosing its false statement of the illegal facts, including the concealment of related parties to occupy funds, untrue disclosure of related transactions, virtual increase in business income, false increase in profits.　　News, St Build pass stock price plunge, investors lose all, decided to claim rights. However, the development of Langfang, as a "backdoor", still carries on the end.　　In the end of this year, "The legacy of the former debtors also" story.　　January 31 this year, Langfang Development issued a notice that 66 shareholders to the company filed a lawsuit, the claimed amount of up to 45.53 million yuan, of which Guangzhou Tianhe Integrity Technology Co., Ltd. to Langfang development claims of 10.0165 million yuan, the highest amount claimed.　　However, according to the 2012 annual report of Langfang development, the net profit attributable to shareholders is only 6.2065 million yuan, total liability is 144 million yuan, the net assets of the company is 317 million yuan. ABeijing Securities Brokers, listed companies or liabilities mainly include two major aspects, on the one hand, the process of stripping the net shell issues, such as the failure to expressly agree to transfer the creditor's liquidation requirements, staff placement resulting in follow-up disputes.　　On the other hand, before the reorganization of listed companies did not find or have matters, that is, the legendary mines or black holes.　　Recently in Shanghai investment banking circle once spread the rumors of the Super Sun, due to the European debt crisis, Europe and the United States and the national photovoltaic industry policy crackdown, bank tightening, third-party reminders, such as multiple crises, facing numerous lawsuits.　　In its August 30 announcement of the major litigation, arbitration progress notice, over the Sun has 90 lawsuits.　　Shanghai Securities Dealers told the Financial weekly reporter, we are unwilling to touch the case-ridden shell, "if this situation, we generally signed the agreement, it has been divided into good responsibility subject." The Beijing securities dealers said they could make a clear commitment through legal agreement or issue a separate letter of promise. If the responsibility is the original shareholder but its own strength is limited can not be convincing, it can also be held by the listed company stock Equity pledge, after the completion of backdoor reorganization phased release to ensure the reorganization of the party and the interests of the listed companies after the reorganization.