History on the most complete appear on the market about buying mec housing (buy reversely) run completely analytic

One, in appear on the market the choice in the company has the shell company that sells a condition

Of shell company choosing is to buy housing to appear on the market operational the first pace, the crucial one annulus in whole process. What shell company chooses is correct, will close to directly buy hold concurrently to whether can gain ultimate success. Of company of that one shell special analysis of a note of the ancient Chinese five-tone scale is very serious. Shell company's affirmatory rationality and company value control a cost with what buy shell company closely related.

2, structure of capital stock of analytic shell company, undertake osculatory with the legal person share that plans to undertake equity is made over and state-owned asset delegate

The current situation to shell company, trading price, tentative idea Ying Chengzhu that after buying mec housing, recombines is in handlers of this phase requirement bosom. Participator reachs skill to have special effect to trading success or failure in the experience in the negotiation, method, strategy, its foundation depends on bilateral actual strength, position and trading terms.

3, after buying housing to just acquire position of the biggest partner, recombine a board of directors

To appearing on the market through the board of directors shell company undertakes clear case or in-house conformity, come off bad assets, the change manages outstanding achievement. Buy housing to appear on the market general is used talk things over with large stockholder buy the way that adds up to to accuse equity, after defining target shell company accordingly, answer the negotiation of large stockholder of proceed and shell company arranges the job, strive for both sides to be able to be finished below the condition of friendly collaboration buy, purchase cost in order to decrease, although uses 2 class market " should buy about " means, in bought shell company certain proportion (5 ％ are in China) after equity, buy also just should undertake announcement, undertake osculatory with shell company large stockholder next, talk things over, strive " peace is bought " .

In this one process, buy just should take out buy in detail plan and after buying shell company will takes what action, how to act, predicted result is met how wait, buy a few financial forms for reporting statistics that still just answer to refer our company actively to concern to shell company large stockholder and data material at the same time, inspect our company condition in order to offer its, shell company large stockholder invites to go to a company undertaking making an on-the-spot investigation on the spot below probable condition, sufficient body buys shell company to configure optimized sincerity in order to realize resource now.

4, to shell company infuse high grade asset, make quality of shell company assets, management outstanding achievement produces qualitative leap, meanwhile is fast disinvestment

Infuse is high grade asset is to buy the important step that just cultivates shell company. The bad assets of displacement target company, its means is: It is to use enter newly " housing " the good asset displacement of large stockholder primary undesirable capital; 2 it is to give Zuo endowment to purchase high grade asset.

From theoretic tell, the infuse of a large number of high grade asset is target company is twisted it is winning shortcut fortunately, but execute rise have certain difficulty; From the point of the 2nd kind of means, some buy a company also has been taken. If Tianjin peaceful amounts to a group to carry a state free transfer controls a share of former beautiful , it is contributive that the first time asset after buying recombines the action 400 million yuan of RMB buys littoral big bridge. Because buy an enterprise to had be notted obtain right now,match add endowment the right (although already bought mec housing) , decide as to the outstanding achievement that can obtain this kind of right to want to inspect a company later.

So the asset of this kind of form deals with means wants on one hand bear but pressure of capital of a huge sum, also want to risk very big risk on the other hand. Because buy housing to involve move of a good deal of asset, after buying mec housing consequently must new formulate conduct financial transactions is politic.

Above all, can not agree with shell company the asset of direction of management or deficit sells, buy in order to offset raise fund the debt that cause, after also can undertaking packing to its asset, sell all right again, set take profit. In addition, on account face trade after finishing, buy square must the integrated strategy with relatively perfect formulate undertakes sufficient conformity to target company, sufficient on business implementation buys an intention, ability gains the ultimate success that buys mec housing.

The management strategy of draw together enterprise adjusts the integrated tool bag after the enterprise is bought to be carried out politicly with conformity. Its strategy involves pair of target company staff find a place for, of original assets deal with, the adjustment of management policy and the resale that the likelihood after buying produces plan to make money.

The concept is limitted

One, basic idea

Shell company

It is by company of international convention shell: On international security market, have and maintain appear on the market qualification, but relative to character, business dimensions small or stop, outstanding achievement general or without outstanding achievement, total capital stock and but current a dimensions small or stop a card to stop trade, share price low or share price tends of 0 appear on the market company.

Actually, so-called shell company, generally refer to has been obtained and should continue to have in China appear on the market qualificatory joint-stock company. The value of housing resource is main body appears on the market now the company is had from security market the right of further financing.

Buy housing to appear on the market

Blame appear on the market the company appears on the market through buying company, obtain appear on the market of the company after accusing equity, again by appear on the market the company buys the hypostatic property that is not the holding company that appear on the market, will be not thereby appear on the market the main body infuse of the company arrives appear on the market go in the company, implementation is not the purpose that the holding company that appear on the market appears on the market secondhand.

Borrowing housing to appear on the market is point to group company or appear on the market, next again infuse of will other asset, implementation recombines appear on the market, thereby be able to the forehead of avoid reality spends management. The boy or girl friend that lends housing is the subsidiary in group or transnational corporation. Borrowing housing to appear on the market is with buy housing to appear on the market holds concurrently to buy deed between very similar company.

2, buy housing to appear on the market main special a note of the ancient Chinese five-tone scale

Buy and the company appears on the market to be not company, be bought and the company is appear on the market shell company. After shell company is bought, do not disappear, however surrive (the name can be changed) , just reach much or relatively most equity by buy a company all, the property that buys a company to wait for means him general through asset displacement and business are entered appear on the market shell company. Accordingly, buy housing to appear on the market to be called again " buy reversely " .

Buy housing to appear on the market because analyse,move

On international security market buy housing to appear on the market to basically result from blame appear on the market the company is right low cost, efficient appear on the market the pursuit of financing means. Be in China, as a result of " be restricted to sign up for a number " the forehead spends control policy, appear on the market application is commercialized an element to restrict by a lot of blame, make appear on the market the company is become rare lack resource, buy housing to appear on the market to become the large company with rich actual strength or group company, burgeoning company in having latent capacity and the burgeoning industry of tall growing sex to open the inevitable option of capital market passageway namely.

Have the aid of of civilian battalion enterprise buys housing to appear on the market implementation curve financing is this another impetus of this behavior, from long-term analysis, buy housing to appear on the market in capital market have not below the environment with mature development, return the important evacuate mechanism that will make venture capital.

One, come true from security market the purpose of direct financing

The end that the enterprise buys equity basically is to enlarge scale of production, form dimensions benefit, or the asset that acquires target company to be underestimated, or enlarge management Geng to surround, implementation diversity develops, or eliminate a competitor, expand oneself actual strength is waited a moment, anyhow, basically be to obtain the tangible with existing enterprise.

Differ with this, buy housing to appear on the market the most immediate goal is obtained namely appear on the market qualification this " housing " intangible assets and infuse is high grade asset appears on the market, through matching, add hair is new wait for a form to plan market fund from security market, implementation develops the purpose of oneself business.

2, to appearing on the market exuberant demand of the qualification and limited supply make appear on the market the company becomes the scarce natural resources that be short of a gender and important intangible assets

On one hand, our country has state-owned capital fund 7.1 trillion, state-owned company is close 400 thousand, among them oversize enterprise 426, large company 7033, medium-sized company more than 40 thousand, small business 262 thousand. As contemporary company system build, large quantities of state-owned companies are sought in succession appear on the market.

In the meantime, as a result of policy of loan of state-owned commercial bank tilt, the loan of 80 ％ above is cast to state-owned company, make in whole and state-owned economy 3 minutes of the world have firstly the possibility of expanded reproduction of implementation of loan of bank of support of civilian battalion business is dinky, pressing hope is obtained appear on the market qualification from security market direct financing. On the other hand, the company that in deep Shanghai at present two ground appear on the market does not cross more than 820, put below the circumstance of tall excessive price in stock market, should take out one fraction only state-owned asset appears on the market to make with respect to enough the contradiction of financing area and share amount produces changeover.

Accordingly, administrative layer needs those who consider the market to bear ability, what support the infrastructure industry such as traffic of the sources of energy mainly is large and medium-sized the company appears on the market, appear on the market to be controlled into guild regulations model to the enterprise, a kind of balance is searched between demand and supply. Accordingly, have through control appear on the market the shortcut of the company appears on the market to existing to be in reasonably secondhand.

3, buy housing to appear on the market have tremendous news and propagandist effect

Because appear on the market estimated natural resources is scarce lack gender and its relatively rigid preelection system, "Appear on the market " itself already became important intangible assets, appear on the market the target that the buying and selling of company therewith stock also becomes ten million investor to fix eyes upon. Because this accuses one appears on the market the behavior itself of the company can produce very big news effect, cause investor to be opposite the research that controls a partner and attention. And the infuse as high grade asset, appear on the market the change that of water of quality of the industry attribute of the company, asset, gain produces world-shaking possibly, the violent wind that brings stock price thereby rises.

In housing displacement process, appeared a certain number of housing displacement " star " : If peaceful is amounted to,accuse a beautiful black silk ribbon to make its every income rises from 0.183 yuan it is 0.527 yuan, sunshine group buys Guangxi Hu Wei, make its every accrual jumps from 0.141 yuan it is 0.721 yuan, its share price is behaved in security market very conspicuous also. The enterprise of direct to the market consumable, it is OK to buy housing to appear on the market bring for it " get the better of soundlessly phonic " advertisement effect.

4, obtain appear on the market the policy advantage of the company or management prerogative

Appear on the market of the company benign run, state of policy environment, gain, rapid development and expand, through be in deep Shanghai the information of two city is announced and be understood for broad investor ceaselessly, the window that makes investment climate of place of the window that shows local economy progress, conduct propaganda thereby and the window that attract investor to invest directly, an area appears on the market it is important that the integral market of the company is behaved and the discretion of share price becomes reflective place economy to develop a of the state even " index " . Accordingly, appear on the market to promote the development of the company, local government offers all sorts of favourable policy and certain chartered right for its in succession. These favourable policy and chartered right also become the factor of a consideration that purchases housing to just decide to buy behavior and object.

5, reasonable avoid the implementation of duty

In tax law, accountant processing convention and negotiable securities trade below the action that waits for underlying law, it is OK to buy housing to trade the benefit that brings pure money income. Actually, reasonable avoid the effect of duty is perforative and whole trade process. In market economy, the tax rate with the asset economic institute of different type is not identical, the enterprise can take different finance affairs according to different tax rate decision-making, in order to achieve reasonable avoid the purpose of duty, the commonnest is deficit gives those who extend a provision to apply.

Alleged deficit is given delaying is to show estimation appeared in a year deficit, this enterprise not only but lest pay in those days income tax, its deficit still can be given backward delay, with countervail later gain of a few years, estimation countervail is the following profit pay income tax. Appear on the market when the company is successive a few years deficit or deficit number are achieved a certain quantity of when, often become what be bought " housing " . In addition, along with the development of capital market and ceaseless innovation, stock displacement and the emission that can change bond, still can reduce income tax and reduce capital gains tax.

6, look from the bargainor's angle, security market " housing " the existence of resource and the requirement that make over make buy housing to appear on the market become a possibility

Appear on the market company and other company posture are compared, commercialize degree to want to be gotten high much, place susceptive pressure also is gotten greatly much, and it is before 1997, of the development of market of national verify certificate and enterprise appear on the market what takes is more cautious attitude, set more restriction, appear on the market the company also is given priority to with small and medium sized business more.

These businesses are very much do not have advantage place in the industry, after because this is in,appearing on the market, in the process that participates in discard of bad of market competition, superior, because a priori is not worth or inevitable branch having a department manages failure, deficit of in successive years, net assets yield under the 10 ％ that undertake matching a requirement, cannot plan market fund from security market again, besides have appear on the market company this " housing " beyond, already did not have an advantage. Exchange regulation, appear on the market the company is successive 3 years deficit is about to stop to hang out one's shingle trade, su Sanshan has been become first.

Existing accuse a partner to appear on the market in faint change below the circumstance of company loss situation, be picked to avoid card and lose appear on the market qualification this one intangible assets, bring about equity devalue, have the need that makes over him place to hold equity. In addition, the market that causes as a result of system blemish " housing resource " relatively rich reality, and appear on the market of company seat government drive and the motive force that support also becomes Chinese capital market to buy housing often to appear on the market. This also makes of China buy housing to appear on the market with commercialize a country to have completely different distinguishing feature.

The choice principle of shell company and mark

Of shell company choosing is the first pace that buys housing to appear on the market, it is crucial one annulus, what target company chooses is correct, will close to directly buy housing to trade to whether can gain ultimate success.

From look substantially, any company is " housing " , be in only appear on the market the company is become rare when lacking resource, shell company just has value. Appear on the market the company is become " buy housing to borrow housing " appear on the market target, the element of main consideration has " buy housing to borrow housing " cost, maneuverability, and whether implementation prepares market fund to wait directly on security market. Accordingly, the consideration appears on the market the company is become whether easily buy object holding concurrently, become " buy housing to borrow housing " target company, can judge normally through following element:

Capital stock structure and capital stock dimensions;

Stock market price;

Via battalion business:

Via battalion outstanding achievement;

Financial structure;

Asset quality;

Company growing sex

Each judge index can conclude after integration analysis.

One, the choice principle of shell company

1, capital stock structure and capital stock dimensions

Because China appears on the market the characteristic of structure of company capital stock, appear on the market the nation is set in structure of company capital stock, community of legal person share, society (current) , foreign capital (B or H) . Its China home, legal person share is to cannot appear on the market at present current. Some appearing on the market all stocks in structure of company capital stock all are current (namely so called completely current a) , some appearing on the market the company sets foreign capital, and appear on the market for the most part the nation that the company sets scale size to differ or legal person share.

The structure will restrict different capital stock to buy housing to trade successful. Generally speaking, to current appear on the market in what the in total capital stock has absolutely comparative routine company, dispersive equity structure, will make buy make over relatively convenient, accordingly, below this kind of circumstance, equity structure appears on the market dispersedly the company is easy become shell company target. To current in total capital stock not has absolutely comparative routine appear on the market company, be like a country or if legal person share is centered relatively, a large amount of cession of equity easier implementation.

Accordingly, in accuse absolutely just be willing below the premise of sell one's own things, equity centers relatively appear on the market the company is easy become shell company target. In the real operation below governmental action, equity agreement is made over already made the main way that buys housing to trade. Magnitude of capital stock scope, certain level reflected volume of dimensions of the cost that buy mec housing, too large capital stock scale makes because purchase cost,buy a company likely too big and finish hard buy an end finally.

Accordingly, capital stock scope is less appear on the market the company becomes shell company more easily. The market is lesser to capital stock dimensions 1998 appear on the market the hype of the company, had shown investor to buy what trade to anticipate to this kind of company.

2, stock market price

The discretion of stock market price closes to directly buy housing to just buy cost bulk. Certain to buying shell company through 2 class market proportion is current, reach the operation that buys to shell company thereby, stock price is lower its purchase cost smaller.

To carrying the state of pair of shell companies or agreement of equity of legal person share makes over means to undertake buying, one of main and referenced basises that the agreement makes over the price to decide also are to appear on the market the condition of market price case with company current stock, stock market price is low advantageous to buying Fang Yue. Accordingly, stock market price is lower appear on the market the company is easy become the target that buys mec housing, become shell company target namely.

3, management business

Appear on the market situation of company management business to appearing on the market the company buys the referenced significance with hold concurrently to have particular, general management business compares onefold, product to weigh Xuan , lack dimensions economic benefits and new profit point of growth appear on the market industry of company, the setting sun, basis plans to will include wash out those who reduce a trade to appear on the market the company becomes shell company target more easily. Pass the cession of housing, achieve structure of product of shell company estate optimize adjust.

What should notice is, yield of a year of net assets after recombining to spin industry is bought and enjoying some achieves 10 ％ to be able to be enjoyed match equity and the favourable policy that can break through 30 ％ to restrict, had become the main factor that purchases housing to just choose. In the meantime, a few lack that regard local economy financing as the window are bright advocate of business Wu integrated kind of enterprise, manage inferior position gradually in region economy, industrial structural adjustment makes a political power right when the safeguard taper of company profit ability, form the requirement that the profit that grows to can lasting orders namely.

Yield of average only capital fund holds these companies in 10% above, belong to excellent case resource, because its are omnibus concept, be united in wedlock with other industry easily, also should serve as the important basis of the choice.

4, management outstanding achievement

Stand or fall of management outstanding achievement mirrorred the on any account of company management ability and water on certain level. Management outstanding achievement is poorer, competitive capacity is lacked in course of study of person of the same trade, of next swimming in be located in appear on the market company, often become appear on the market the end that the company buys mec housing.

If use,appear on the market nearly two years of company every accrual size will measure appear on the market stand or fall of company outstanding achievement, every accrual appears on the market lowly the company is easy become shell company target, but management outstanding achievement is egregious poor (if loss is severe) appear on the market company, because buy housing hind, buyer should shoulder overweight debt load possibly, and make buyer buys enthusiasm to reduce to its. But if this company attributes governmental focal point,protection gives aid to the word of the object, what enjoy taxation, financing and debt processing possibly in buy is favourable, answer to should be not talked additionally.

5, financial structure

Appear on the market a firm financial standing is consideration of the need in buying housing to trade quite main factor, case of shell company financial structure how, it is to close to directly trade whether a when score a success main factor. Generally speaking, financial structure state appears on the market well the company becomes the target that buys mec housing not easily, and financial structure state is egregious appear on the market poorly company square to buying mec housing for, because the likelihood is bought hind asset recombines place to want price too big and lose buy an import.

Accordingly, financial structure state appears on the market commonly the possibility that the company becomes shell company target is the largest, bicephalous possibility is lesser. Stand or fall of financial structure state can use every indebted rate, only capital fund normally, and bulk of net assets yield will measure, of every indebted rate, net assets and moderate of net assets yield appear on the market company, easy become shell company target.

6, asset quality

Company assets quality includes a company famous degree, content of manpower resource, technology and advocate proportion of business Wu profit. Because buy housing to appear on the market,what value more is " housing " of the company appear on the market firm competence, tangible of company of shell of and rather than, buy just be in after be being bought to buying target company, general meeting sells change show original company assets. Accordingly, asset quality is general, turn the company with industry not high rate only, its assets goes to go to the lavatory relatively now, easy become shell company target.

7, company growing sex

Advocate size of year of sales revenue increase rate of business Wu profit or profit total increase rate, product, on any account of company growing sex was mirrorred on certain level. Growing sex appears on the market well the company won't be become easily commonly buy an object, those increase rate are only longer period hesitates to press forward (advocate increase rate of business Wu profit or range of profit total growth in ± 5 ％ are controlled) appear on the market company, easy become shell company target.

In addition, the enterprise that subsidiary and parent company appear on the market respectively, because be the same as what card inspect can come on stage in August 1998 to prohibit new appear on the market the company tears apart the opinion conflict with each other that appear on the market, the compasses Geng on finance affairs comes true hard, it is medium pannikin second new, also have shell company character. In the meantime, matched 1998 and turn match the company with a bigger proportion to also have the possibility that becomes shell company extremely.

This year medium-term matchs in match equity as a result of a lot of small shareholder waiver, make a lot of match bear sell business to become appear on the market the biggest partner of the company, future the immediate reason that this is sure become this part equity to make over.

2, the choice mark of shell company

Choose mark to be able to carry a series of pair of relevant index in company of the shell in be being operated actually quantify undertake.

1, related to company value index: ? Does  of ⒉ of Pu Da pure an ancient wine vessel made of horn buy caries of  of eight of the paddy that ask favour to Mao?

2, with dominate an index related capital stock: Capital stock structure, share price and growing sex.

3, capital stock structure basically analyses: Company equity structure is more dispersive, the equity of opposite holding company holds proportion of total capital stock lesser, had better be in 5 ％ less than; State-owned, the equity that legal person share takes holds great majority, equity centers; company total capital stock to be in relatively 50 million to 70 million between; Accuse a partner to whether be willing sell one's own things, the circumstance of total capital stock of shell company;

4, industrial structure: ? Wan of Du of cane of  of hold a memorial ceremony for of Jia of Yong   seeks above of ％ of?0 of υ of Wen of word of deputy separate of cover of army Mie  standing tall and upright;

5, : of trade situation bearing? Does bone of ⒄ of Mu of lens of 3 bag anxious  boil palpitate of  of dust  Can to steal flatter grave?

6, is growing sex main: ? Remnant of ぢ of seal of Du of cane of  of massacre of excrement of ぢ of Qu of bastinado of  of the Yong that treat crucian carp growing permanent teeth growing permanent teeth?

7, is financial index main: ? When ⒆ of  of Jie case conspicuous unexpectedly does Φ of oath of Mi of leg of  of assorted of Hui of ⒕ of   Zhen ancienting name for a water catltrop army deputy?

(1) advocate battalion income increase rate is in 25 ％ above

(2) profit total increase rate is in 20 ％ above

(3) cap